Power to issue directives to transferee holding company
14.—(1) The Authority may, if it thinks it necessary or expedient —
(a)
for ensuring fair and orderly securities and futures markets; or
(b)
for ensuring the integrity of, and proper management of systemic risks in, the securities and futures markets,
issue directives either of a general or specific nature to the transferee holding company.
(2) Without prejudice to the generality of subsection (1), any directive under that subsection may be issued in respect of —
(a)
the requirement for the prior approval of the Authority in respect of any proposed amendment, whether by way of alteration or addition, to the rules of the transferee holding company;
(b)
the corporate governance of the transferee holding company;
(c)
the inspection by the Authority or by any person appointed by the Authority of the books, accounts, documents, records and affairs of the transferee holding company;
(d)
the production of the books, accounts, documents and records of the transferee holding company and the provision of such information, assistance and facilities as may be required by the Authority or by any person appointed by the Authority; and
(e)
the management by the transferee holding company of any of its subsidiaries that carries on the business of a securities exchange, futures exchange or clearing house, whether such business forms the whole or part of such subsidiary’s undertaking.
(3) Any directive issued under subsection (2) may impose requirements or duties on any officer or employee or any class of officers or employees of the transferee holding company in relation to conduct or matters connected with the transferee holding company or any of its subsidiaries referred to in subsection (2)(e).
(4) If the transferee holding company or any of its officers or employees, without reasonable excuse, fails to comply with any directive issued under subsection (1), the company, officer or employee shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine of $10,000 for every day or part thereof during which the offence continues after conviction.
(5) The Authority may, without instituting proceedings against any person for an offence under this section, demand and receive the amount of such fine or such reduced amount as it thinks fit from that person.
(6) If the person referred to in subsection (5) —
(a)
pays such amount to the Authority within 14 days after the demand, no proceedings shall be taken against him in relation to the offence; or
(b)
does not pay the amount so demanded, the Authority may cause proceedings to be instituted against him in relation to the offence.
(7) Without prejudice to subsection (4), where the High Court is satisfied that the transferee holding company or any of its officers or employees has, without reasonable excuse, failed to comply with any directive issued under subsection (1), the High Court may, on the application of the Authority, grant an injunction directing the company or any of its officers or employees to do or refrain from doing a specific act.
(8) The High Court may revoke, vary or discharge an order made under subsection (7) or suspend the operation of such an order.
(9) If the transferee holding company or any of its officers or employees is aggrieved by any direction of the Authority under subsection (1), the transferee holding company may appeal to the High Court within 30 days of the date of issue of the Authority’s directive.