CEDH · CASELAW;DECISIONS;DECCOMMISSION;ENG — 15 janvier 1998

.sDD6737AE { font-size:11pt } .s211D6B00 { margin-top:0pt; margin-bottom:0pt; line-height:normal; widows:0; orphans:0; font-size:8.5pt } .sBB9EE52A { font-family:Arial }                         AS TO THE ADMISSIBILITY OF                           Application No. 30552/96                       by A.P. B. Ltd., A.P.P. and E.A. B.                       against the United Kingdom        The European Commission of Human Rights (First Chamber) sitting in private on 15 January 1998, the following members being present:              MM    M.P. PELLONPÄÄ, President                 N. BRATZA                 E. BUSUTTIL                 A. WEITZEL                 C.L. ROZAKIS            Mrs   J. LIDDY            MM    L. LOUCAIDES                 B. MARXER                 B. CONFORTI                 I. BÉKÉS                 G. RESS                 A. PERENIC                 C. BÎRSAN                 K. HERNDL                 M. VILA AMIGÓ            Mrs   M. HION            Mr    R. NICOLINI              Mrs   M.F. BUQUICCHIO, Secretary to the Chamber        Having regard to Article 25 of the Convention for the Protection of Human Rights and Fundamental Freedoms;        Having regard to the application introduced on 8 December 1995 by A.P. B. Ltd., A.P.P. and E.A. B. against the United Kingdom and registered on 22 March 1996 under file No. 30552/96;        Having regard to:   -     the reports provided for in Rule 47 of the Rules of Procedure of      the Commission;   -     the observations submitted by the respondent Government on      29 May 1997 and the observations in reply submitted by the      applicants on 31 July 1997;        Having deliberated;        Decides as follows:   THE FACTS        The first applicant is a company incorporated under the laws of England and Wales in 1987 (hereinafter "the applicant company"). It is an offshore advisory and corporate finance company. The second applicant is a British citizen born in 1946. He is a financial consultant and the managing director of the applicant company. He resides in London. The third applicant is a Finnish citizen born in 1948. She is a consultant and resides in Brussels. Until May 1993 she was a director of the applicant company. The second and third applicant are the only shareholders of the applicant company. All three applicants are represented in the proceedings before the Commission by Speechly Bircham, a firm of solicitors in London.        The facts of the case, as they have been submitted by the parties, may be summarised as follows:   A.    Particular circumstances of the case        In 1988 the applicant company became member of the Investment Managers Regulatory Organisation (hereinafter "IMRO"). IMRO is a self- regulatory body established under the auspices of the Securities and Investment Board Ltd. to which the Secretary of State has delegated a number of his functions under the Financial Services Act 1986, in accordance with section 114 thereof. IMRO regulates the provision of financial and investment advice. Its members are authorised to provide such advice in the United Kingdom.        On 4 June 1993 the Emergency Powers Committee of IMRO served an intervention notice on the applicant company, preventing it from marketing investment products to new clients without IMRO's prior approval. The Investigation Committee of IMRO authorised a formal investigation into the applicant company's business to commence with effect from 1 July 1993. On 7 July 1993 the Emergency Powers Committee of IMRO served a second intervention notice on the applicant company forbidding it from conducting any investment business and from disposing of or otherwise dealing with its own or its customers' assets without IMRO's prior approval.        On 9 July 1993 the applicant company applied to the Emergency Powers Committee for permission to make a loan in order to pay its solicitors' fees. On 12 July 1993 the applicant company appealed against the two intervention notices and applied for their stay.        On 13 July 1993 the Emergency Powers Committee authorised the making of the loan. On 14 July 1993 IMRO's Appeal Tribunal, composed of a former Circuit Court judge, heard the application for a stay of the intervention notices and decided not to grant it. On 15 July 1993 the applicant company was informed that the notices had not been stayed and that its substantive appeal would be heard on 22 November 1993.        On 15 July 1993 the police conducted a search of the premises of the applicant company. An investigation by the Serious Fraud Office was also initiated.        On an unspecified date the applicant company withdrew its appeal against the intervention notices, after it had agreed with IMRO on a budget which would have covered reasonable operating expenses of its business including the fees of legal advisers.        Progress reports were made to the Investigation Committee in July and August 1993 and the investigating team's findings were presented to that Committee at the end of 1993. On 26 January 1994 the Investigation Committee resolved that the applicant company might not be a fit and proper person to carry on its permitted business.        In March 1994 the Serious Fraud Office informed IMRO and the applicants that no action would be taken against the applicant company as no evidence of fraud, dishonesty or conspiracy had been discovered.        On 31 March 1994 IMRO informed the applicant company that its Investigation Committee had decided to initiate proceedings with a view to determining whether the applicant company was a fit and proper person to conduct investment business ("fitness reference"). The applicant company was provided with a written statement of the grounds on which the reference was made and of the facts and matters leading to it.        On 19 August 1994 the applicant company was informed that Mr R QC, a senior barrister in independent practice, had been appointed Chairman of the Membership Tribunal which would decide on the fitness reference. Mr R was one of the members of the Panel which is drawn up by IMRO in accordance with its Rules and which is composed of individuals considered suitable and eligible to sit on Membership Tribunals. Mr R had no prior involvement in the applicant company's case and was chosen, as IMRO's Rules provided, by the Chairman of the Panel, a former Court of Appeal judge. The applicant company was informed of its right to challenge Mr R's appointment. On 24 August 1994 the applicant company agreed to Mr R's appointment.        On 19 October 1994 the applicant company stated its position on the fitness reference.        On 1 December 1994 the applicant company was informed that the Chairman of the Panel had appointed, from among the members of the Panel, the other two members of the Membership Tribunal. The applicant company had asked for the Tribunal to be constituted by five members, but its request was not granted. One of the members of the Tribunal, Mr D, was appointed pursuant to a rule which provided for the participation of a person from the same area of expertise as the applicant company. The applicant company was informed of its right to challenge the two members' appointment. It did not avail of this right.        On 2 December 1994 a preliminary hearing for directions took place before Mr R, the Chairman of the Membership Tribunal. The applicant company asked for the disclosure of certain documents. It appears that IMRO opposed the disclosure of some of them on the basis of public interest immunity. On 5 December 1994 Mr R ordered the disclosure of a number of the documents which the applicant company had requested.        On 27 February 1995 the applicant company, represented by counsel, appeared before the IMRO Membership Tribunal. On 29 March 1995 the Tribunal considered that the applicant company had failed in its duty to act with due skill and diligence in the conduct of its permitted business and, as a result, it was not a fit and proper person to carry on investment business. The applicant company was ordered to pay IMRO's costs.        The applicant company appealed, but on 12 June 1995, after an oral hearing at which it was represented by counsel, its appeal was dismissed by the IMRO Appeal Tribunal, which was composed of a former Court of Appeal judge.        On 1 December 1995 the applicant company's membership of IMRO was terminated.   B.    Relevant domestic law and IMRO rules        The Financial Services Act 1986 provides as follows:        Section 3: Persons entitled to carry on investment business        "No person shall carry on, or purport to carry on, investment      business in the United Kingdom unless he is an authorised person      under Chapter III or an exempted person under Chapter IV of this      Part of this Act."        Section 7: Authorisation by membership of recognised self-      regulating organisation        "1. Subject to subsection 2 below, a member of a recognised self-      regulating organisation is an authorized person by virtue of his      membership of that organisation."        Section 9: Applications for recognition        "1. A self-regulating organisation may apply to the Secretary of      State for an order declaring it to be a recognised self-      regulating organisation for the purposes of this Act."        Section 114: Power to transfer functions to designated agency        "1. If it appears to the Security of State -        (a)    that a body corporate has been established which is able            and willing to discharge all or any of the functions to            which this section applies; and      (b)    that the requirements of Schedule 7 to this Act are            satisfied in the case of that body,        he may subject to the provisions of this section and Chapiter XIV      of this Part of this Act, make an order transferring all or any      of those functions to that body.        2. The body to which functions are transferred by the first order      made under subsection 1 above shall be the body known as The      Securities and Investments Board Limited if it appears to the      Secretary of State that it is able and willing to discharge them,      that the requirements mentioned in paragraph (b) of that      subsection are satisfied in the case of that body and that he is      not precluded from making the order by the subsequent provisions      of this section or Chapter XIV of this Part of this Act."        Schedule 2: Requirements for recognition   of self-regulating      organisation        Paragraph 1        "1. The rules and practices of the organisation must be such as      to secure that its members are fit and proper persons to carry      on investment business of the kind with which the organisation      is concerned.        2. Where the organisation is concerned with investment business      of different kinds its rules and practices must be such as to      secure that a member carrying on investment business of any of      those kinds is a fit and proper person to carry on investment      business of that kind."        Paragraph 2        "The rules and practices of the organisation relating to -        (a)    the admission and expulsion of members; and        (b)    the discipline it exercises over its members,        must be fair and reasonable and include adequate provision for      appeals."        Paragraph 13        "1. The organisation must have rules governing the carrying on      of investment business by its members which, together with the      statements of principle, rules, regulations and codes of practice      to which its members are subject under Chapter V of Part I of      this Act, are such as to afford an adequate level of protection      for investors."        The Rules of IMRO provide as follows:        6.1 Jurisdiction of the Membership Tribunal        6.1(1) Matters coming before the Tribunal        "A Membership Tribunal shall hear and determine:              (a)   Admissions Appeals;              (b)   Rules References;              (c)   Fitness References."        6.2 Membership of Tribunal Panel        6.2(1) Appointment of Panel        "For purpose of any appeal or reference set out in Rule 6.1.(1):        (a) the Board shall appoint from time to time a Panel of not less      than 10 individuals who shall be considered suitable and eligible      to sit as members of a Membership Tribunal, on such terms as the      Board sees fit; such individuals may be Members or members of the      Board;        (b) the Board shall appoint one member to be Chairman of the      Panel and such other persons to be deputy chairmen of the Panel      as it considers fit;        (c)    any function required to be performed under these Rules by      the Chairman may be performed by a deputy chairman if the      Chairman is unavailable, unwilling or for any other reason unable      to act."        6.3 Convening of the Tribunal        6.3(1) Selection of Tribunal        "Where a matter is referred to a Membership Tribunal the Chairman      of the Panel will select three, or at his election five, members      of the Panel to sit as the Membership Tribunal to hear and      determine the matter."        6.3(2) Disqualification from membership of the Tribunal        "No individual shall be selected as a member of the Membership      Tribunal who:        (a)    has, in the opinion of the Chairman of the Panel, any      relevant financial interest in the matter;        (b)    is a shareholder, Director, Officer, partner, agent,      employee, spouse or Associate of any person (other than IMRO)      involved in the matter, or who has in the opinion of the      Chairman, a close connection with any such person;        (c)    inquired, or who was a member of the Investigation      Committee or of any other body which inquired, into the matter;        (d)    except in the case of Admission Appeals, was present at any      meeting of the Board or any committee thereof at the time when      any report was presented or discussion took place as to whether      the matter should be referred to the Membership Tribunal."        6.3(3) Members of the Tribunal        "The persons appointed to the Membership Tribunal shall include      at least:        (a)    one person from the same area of expertise as the Applicant      or Member; and        (b) one lay person."        6.3(4) Appointment of Chairman of the Tribunal        "The Chairman or a deputy chairman of the Panel shall act as the      Chairman of the Membership Tribunal. If neither the Chairman nor      a deputy chairman is available or willing or able to act, the      Chairman of the Panel may appoint another person, who need not      be a member of the Panel, to act as the Chairman."        6.5    Witness orders        6.5(1) Application for witness order        "If any party wishes to compel the attendance of a Member or any      individual as a witness before the Membership Tribunal, it may      request the Chairman of the Membership Tribunal in writing or at      a preliminary hearing to make a witness order requiring the      Member or individual to appear before the Membership Tribunal to      give evidence."        7.1 Jurisdiction of the Appeal Tribunal        7.1.(1) Appeals        "The Appeal Tribunal shall hear and determine an appeal made      under the Rules from        ...        (e)    the decision of the Membership Tribunal in a Fitness or      Rules Reference (including any order as to publication or costs);        ...        save that IMRO shall have no right of appeal to the Appeal      Tribunal."        7.3 Constitution of Appeal Tribunal        7.3.(1) Appeal Tribunal        "The Appeal Tribunal shall consist of a President, a Deputy      President or other person appointed under Rule 7.3(2) or      7.4(1)(c)."        7.3.(2) Eligibility for appointment        "Without prejudice to its powers under Rule 7.4(1) of this      Chapter, the Board shall appoint, on such terms as it thinks fit,      an individual, not being a Member of IMRO (except as hereinafter      mentioned) or a member of the Board or any Committee of the Board      or a member of the Panel for the Membership Tribunal to be      President of the Appeal Tribunal ("the President"), and another      individual to be Deputy President ("the Deputy President"). Such      persons shall be individuals who have practised as barristers or      solicitors for more than 10 years or who hold, or who have held,      judicial office. The President and the Deputy President shall be      Members of IMRO solely for the purposes of any functions to be      performed by them under the Articles."        7.6 Particular hearings (such as that on the applicant company's      appeal)        7.6(5) Re-hearing on documents        "An appeal shall be by way of re-hearing on the documents (which      term shall include any record of evidence adduced before the      Membership Tribunal or such other body against whose decision the      appeal is made), except where the Appeal Tribunal gives leave      under Rule 7.4(3) to present fresh evidence."        7.6.(6) Measures which may be taken        "Subject as aforesaid, the Appeal Tribunal:        (a) may exercise any power or give any decision (including an      order as to costs and publication) which may be or ought to have      been exercised or given by the body against whose decision or      action the appeal was brought (but shall not increase any penalty      or sanction imposed or make any condition or requirement more      onerous); and it may make such further or other order as may be      required, or may remit the matter with such directions as it      thinks fit for re-hearing and determination by such body;        (b) shall not be bound to allow an appeal on the ground merely      of misdirection or wrong evaluation of evidence, unless in the      opinion of the Appeal Tribunal substantial injustice has been      thereby occasioned;        (c) may take account of evidence of facts or matters which have      come to light or have happened since the date of the decision      appealed against where, pursuant to leave given to call fresh      evidence, evidence has been given about such matters."        Judicial review        According to the domestic courts' case-law, recognised self- regulating organisations are amenable to judicial review (see, e.g., R v. Panel on Takeover and Mergers ex parte Datafin Plc [1987] QB 815).        The European Court of Human Rights in its Bryan v. the United Kingdom judgment of 22 November 1995 (Series A no. 335) noted the following:        " ...      25. It is common ground that an appeal "on a point of law" may      be brought on grounds identical to an application for judicial      review. It therefore includes a review as to whether a decision      or inference based on a finding of fact is perverse or irrational      (R. v. Secretary of State for the Home Department, ex parte Brind      [1991] Appeal cases 696, pp. 764 H-765 D). The High Court will      also grant a remedy if the inspector's decision was such that      there was no evidence to support a particular finding of fact;      or the decision was made by reference to irrelevant factors or      without regard to relevant factors; or made for an improper      purpose, in a procedurally unfair manner or in a manner which      breached any governing legislation or statutory instrument.      However, the court of review cannot substitute its own decision      on the merits of the case for that of the decision-making      authority.        ...        44. The Court notes that the appeal to the High Court, being on      "points of law", was not capable of embracing all aspects of the      inspector's decision concerning the enforcement notice served on      Mr Bryan. In particular, as is not infrequently the case in      relation to administrative-law appeals in the Council of Europe      member States, there was no rehearing as such of the original      complaints submitted to the inspector; the High Court could not      substitute its own decision on the merits for that of the      inspector; and its jurisdiction over the facts was limited.        However, apart from the classic grounds of unlawfulness under      English law (going to such issues as fairness, procedural      propriety, independence and impartiality), the inspector's      decision could have been quashed by the High Court if had been      made by reference to irrelevant factors or without regard to      relevant factors; or if the evidence relied on by the inspector      was not capable of supporting a finding of fact; or if the      decision was based on an inference from facts which was perverse      or irrational in the sense that no inspector properly directing      himself would have drawn such an inference. ..."     COMPLAINTS        The applicants submit that IMRO is an instrumentality of the Government of the United Kingdom. They complain of a violation of Article 6 of the Convention on the following grounds.        First, they did not have a fair hearing insofar as there must have been a pre-determined decision to deliver a finding of guilt. IMRO's hasty decision to impose two intervention orders effectively prejudged the outcome of the subsequent proceedings on the applicant company's continued membership of that body. If the Membership Tribunal had not found that the applicant company had breached IMRO's rules, IMRO would have been liable to pay the applicant company substantial damages because of the intervention orders. Moreover, the procedures employed by IMRO before the hearing of 27 February 1995 indicated an apparently deliberate attempt to render the applicants financially incapable of responding to the allegations, since the applicants were obliged to pay more than £600,000 in legal fees.        Secondly, the applicants did not have a trial within a reasonable time, since the hearing before the membership tribunal began twenty one months after the imposition of the first intervention order. The proceedings were lengthened by IMRO's denial of access to relevant documentation, necessitating an application to the tribunal for an order for production.        Thirdly, the Membership Tribunal was not an independent and fair tribunal, because it was presided over by a member of the Membership Panel of IMRO, which was the investigating and prosecuting authority in this case. Moreover, the tribunal was not properly constituted, because it did not include a person from the same area of expertise as the applicant company, as required under Rule 6 para. 3 (e) of the IMRO disciplinary rules.        Fourthly, since the applicant company's assets had been frozen by IMRO, it was obliged to have its counsel submit applications to the Enforcement Committee of IMRO for release of funds for payment of its legal bills.        The applicants claim that judicial review is not an effective remedy and that provision for appeal was illusory.        Finally, they consider that all three can claim to be victims of a violation of their rights under the Convention, because the second and third applicants have suffered financial losses as a result of the decision terminating the applicant company's membership of IMRO.   PROCEEDINGS BEFORE THE COMMISSION        The application was introduced on 8 December 1995 and registered on 22 March 1996.        On 26 February 1997 the Commission decided to communicate the application to the respondent Government.        The Government's written observations were submitted on 29 May 1997, after an extension of the time-limit fixed for that purpose.   The applicants replied on 31 July 1997, also after an extension of the time-limit.   THE LAW   1.    The applicants complain under Article 6 para. 1 (Art. 6-1) of the Convention that, in the determination of their civil rights and obligations, they did not have a fair hearing within a reasonable time before an independent and impartial tribunal established by law.        Article 6 para. 1 (Art. 6-1) of the Convention, in so far as relevant, provides as follows:        "In the determination of his civil rights and obligations ...,      everyone is entitled to a fair ... hearing within a reasonable      time by an independent and impartial tribunal established by      law."        The respondent Government argue that the second and third applicants cannot claim to be victims within the meaning of Article 25 (Art. 25) of the Convention because they were not parties to the proceedings complained of. The second and third applicants argue that they can because they are the only shareholders of the applicant company and because of the positions they hold or held therein. They also claim that, given the outcome of the proceedings, it would be impossible for either of them to obtain membership of IMRO.        The Commission does not consider it necessary to determine whether the second and third applicants, who did not take part in the proceedings, can, nevertheless, claim to be victims of a violation of Article 6 para. 1 (Art. 6-1) of the Convention because the application is, in any event, inadmissible for the reasons stated below.   2.    The Commission will first examine the applicants' complaints that they did not have a fair hearing before an independent and impartial tribunal established by law.        The Government submit that domestic remedies have not been exhausted in this respect because the applicant company did not pursue its appeal against the intervention notices, failed to challenge the appointments to the Membership Tribunal and did not apply for judicial review.        In any event, the Government argue that the complaint is manifestly ill-founded. The intervention notices were issued in accordance with applicable domestic law by the competent authority in order to provide intermediate protection for the investors and allow further inquiries to take place. All due procedures were followed. Moreover, there is a clear distinction between the protective function of the powers of intervention and the system of disciplinary proceedings. The intervention notices could not have, therefore, prejudged the decision to make a fitness reference. IMRO enjoys statutory immunity and, as a result, would not be liable in damages for issuing the intervention notices, unless the applicants could show that it had acted in bad faith.        The Government further submit that the applicant company could have had and did have access to the frozen assets in order to cover their defence costs. IMRO showed itself willing to grant its approval to the relevant requests. It also had access to the disputed documents, the disclosure of which was ordered by the Chairman of the Membership Tribunal.        Furthermore, the Government contend that the fact that the members of the Membership Tribunal have to be chosen from a Panel established for this purpose cannot compromise their independence. The Panel is just a practical arrangement for identifying people who would be capable of sitting on a Tribunal. The members of the Tribunal are appointed by the Chairman of the Panel who is independent of IMRO and there exist guarantees to ensure their impartiality. One of the three members of the Tribunal was of the same area of expertise as the first applicant, as the IMRO Rules required. Moreover, there was a full rehearing before the Appeal Tribunal which afforded all necessary guarantees. The Appeal Tribunal had jurisdiction to substitute its own decision for that of the Membership Tribunal.        On the whole, the Government argue that the procedural guarantees in the present case were at least equivalent with those in Bryan v. the United Kingdom (supra) and the High Court had jurisdiction to hear all of the applicants' complaints.        The applicants argue that the High Court could not review the facts of the case and substitute its decision for that of the IMRO Tribunals. There could have been no fair hearing before the IMRO Tribunals, because IMRO was the investigative, prosecutory and determinative authority. Moreover, because of the intervention orders, they faced serious budgetary constraints in the organisation of their defence. IMRO may not have agreed to the release of the applicants' funds if they had not agreed to withdraw their appeal against the intervention orders.        The applicants also argue that they were denied access to certain documents through the use of public interest immunity. The Chairman of the Membership Tribunal did not appear independent of IMRO since, as he himself stated, he had been involved in one capacity or the other in all references so far heard in IMRO. Moreover, the Membership Tribunal did not comprise a member of the same area of expertise as the applicant company. Finally, contrary to the applicant company's request, the Membership Tribunal sat with three members and not five.        The Commission notes that the parties do not contest the applicability of Article 6 para. 1 (Art. 6-1) in the proceedings in question. Given that the proceedings concerned the applicant company's ability to carry on investment business, the Commission considers that they involved a determination of civil rights and obligations within the meaning of Article 6 para. 1 (Art. 6-1) of the Convention.        As regards the Government's argument that the applicant company has not exhausted domestic remedies, the Commission notes that the applicants in essence complain that they did not have access to a court which would have had full jurisdiction to hear their case and which would have at the same time afforded all the safeguards of Article 6 (Art. 6). It follows that the Government's arguments that the applicant company had the right to challenge the composition of the Membership Tribunal and that it could have obtained redress by applying for the judicial review of the decision terminating their IMRO membership concerns the substance of the complaint (No. 27003/95, Dec. 25.11.96, D.R. 87-A, p. 78).        Finally, insofar as the Government argue that the applicant company has not exhausted domestic remedies because it did not pursue its appeal against the intervention notices, the Commission does not consider that this was an effective remedy against the Tribunal's determination regarding the applicant company's fitness to carry on investment business.        Turning to the substance of the complaint, the Commission recalls that, although Article 6 para. 1 (Art. 6-1) of the Convention embodies the right to a court, it does not oblige the Contracting States to submit disputes over civil rights and obligations to a procedure conducted at each of its stages before tribunals meeting this provision's various requirements (Eur. Court HR, Le Compte, Van Leuven and De Meyere v. Belgium judgment of 23 June 1981, Series A no. 43, p. 23, para. 51). Where professional bodies intervene at the earlier stages of the proceedings the Convention calls at least for one of the two following systems: either the professional bodies themselves comply with the requirements of Article 6 para. 1 (Art. 6-1) of the Convention, or they are subject to subsequent control by a judicial body that has full jurisdiction and does provide the guarantees of Article 6 para. 1 (Art. 6-1) Eur. Court HR, Albert and Le Compte v. Belgium judgment of 10 February 1983, Series A no. 58, p. 16, para. 29). In cases involving applications for judicial review under English law, the sufficiency of the review exercised by the High Court must be assessed having regard to matters such as the subject-matter of the decision appealed against, the manner in which that decision was arrived at, and the content of the dispute, including the desired and actual grounds of appeal (see the above-mentioned Bryan v. the United Kingdom judgment, p. 17, para. 42).        Applying this test, the Commission must first examine whether the professional bodies of IMRO which examined the applicant company's case, i.e. the Membership and the Appeal Tribunals, complied with the requirements of Article 6 para. 1 (Art. 6-1) of the Convention. In this connection the Commission considers, on the one hand, that a question could arise as to whether these tribunals were "established by law", as required by Article 6 para. 1 (Art. 6-1), IMRO being a self- regulatory body whose Rules have no direct statutory basis.        On the other hand, the Commission considers that no complaint could arise as to these tribunals' independence and impartiality. Thus, the Membership Tribunal was presided over by a senior barrister working in independent practice. Although the applicants now appear to claim that he had close links with IMRO, at the time they failed to challenge him, although they were clearly given that possibility. Neither did the applicants challenge the appointment of the member who had to be of the same area of expertise as the applicant company. In any event, the Membership Tribunal was subject to the control of the Appeal Tribunal, which had full jurisdiction and which was presided over by a former Court of Appeal judge about the independence and impartiality of whom the applicant do not complain. The fact that the Membership Tribunal was composed of three, as opposed to five members, was not in any manner irregular.        Moreover, the applicants were heard by both the Membership and the Appeal Tribunal and were legally represented before these bodies. The Commission considers that the applicants have failed to substantiate their claim that IMRO's allegedly hasty decision to impose two intervention orders effectively prejudged the outcome of the subsequent proceedings. Neither have they substantiated their allegation that the freezing of the applicant company assets limited their capacity to organise their defence. The Commission considers in this connection that the fact that the applicant company had to submit applications to the Enforcement Committee of IMRO for release of funds for payment of its legal bills does not disclose an appearance of a violation of Article 6 para. 1 (Art. 6-1), especially since the Committee appeared willing to grant such applications.         Thus, the Commission considers that before the professional bodies of IMRO the applicant company had had the benefit of a procedure which afforded many of the safeguards required by Article 6 para. 1 (Art. 6-1) of the Convention.        As regards the subject-matter and content of the dispute, the Commission considers that it is in the nature of a self-regulating profession that questions concerning the internal discipline, including fitness to practise, should be determined in the first instance by the profession itself, even where the Convention requires subsequent judicial control because the determination of civil rights may also be at stake (No. 31503/96, Dec. 9.12.97, unpublished).        Moreover, the applicant company could have applied for the judicial review of the findings of the Appeal Tribunal by the High Court. Although the applicants argue that the High Court could not review the facts of the case and substitute its decision for that of the IMRO Tribunals, the Commission notes that the scope of review which would have been exercised by the High Court in the circumstances of the case would not have been more restrictive than the one exercised by the same body in Bryan v. the United Kingdom where the Court did not find a violation of Article 6 para. 1 (Art. 6-1) of the Convention.        In particular, the applicants have not argued that the failure of IMRO to disclose certain documents could not have been the subject of judicial review or would have limited the scope of the High Court's review in any manner. Furthermore, as in Bryan, the subject-matter of the decision of the Appeal Tribunal - fitness to engage in business as a member of one of the self-regulatory bodies envisaged under the Financial Services Act 1986 - was governed by specialised rules which could reasonably justify some limits on judicial review of the establishment of facts by the tribunal of IMRO.        In the light of all the above, the Commission considers that the scope of review which the High Court would have exercised, if the applicant company had applied for judicial review, would have been sufficient to ensure compliance with Article 6 para. 1 (Art. 6-1) of the Convention. It follows that no appearance of a violation of this provision is disclosed. The Commission, therefore, considers that this part of the application must be rejected as manifestly ill-founded, in accordance with Article 27 para. 2 (Art. 27-2) of the Convention.   3.    It remains for the Commission to examine the applicants' complaint under Article 6 para. 1 (Art. 6-1) of the Convention about the length of the proceedings.        The Government submit in this connection that the applicant company has not exhausted domestic remedies. According to the Government, undue delay is a matter that is within the jurisdiction of the High Court on an application for judicial review if the delay constitutes a serious departure from the relevant disciplinary procedure or amounts to an abuse of process. In the alternative, they argue that the complaint is manifestly ill-founded.        The applicants disagree.        The Commission does not consider it necessary to examine whether the applicant company has exhausted domestic remedies. The Commission notes that the proceedings complained of began on 1 July 1993 and ended on 12 June 1995, i.e. they lasted less than two years. The case, which was of some complexity, was examined by an investigation committee and two tribunals. Moreover, it took the applicant company more than seven months, i.e. between 31 March 1994 and 19 October 1994, to submit its formal reply to the decision of the Investigations Committee to make the fitness reference.        In these circumstances, the Commission considers that the proceedings were not unreasonable in length. It follows that no appearance of a violation of Article 6 para. 1 (Art. 6-1) of the Convention is disclosed. This part of the application must be, therefore, rejected as manifestly ill-founded, in accordance with Article 27 para. 2 (Art. 27-2) of the Convention.        For these reasons, the Commission, unanimously,        DECLARES THE APPLICATION INADMISSIBLE.          M.F. BUQUICCHIO                            M.P. PELLONPÄÄ         Secretary                                 President    to the First Chamber                      of the First Chamber