Division 1 — General provisions
Application and interpretation of this Part
31.—(1)  This Part shall apply to, and in relation to, every relevant financial institution.
(2)  In this Part, unless the context otherwise requires —
“chief executive”, in relation to a relevant financial institution, means any person, by whatever name described, who —
(a)is in the direct employment of, or acting for or by arrangement with, the relevant financial institution; and
(b)is principally responsible for the management and conduct of the business of the relevant financial institution;
“Court” means the High Court or a Judge thereof;
“director”, in relation to a relevant financial institution, includes —
(a)any person, by whatever name described, occupying the position of director of the relevant financial institution;
(b)a person in accordance with whose directions or instructions the directors of the relevant financial institution are accustomed to act; and
(c)an alternate director, or a substitute director, of the relevant financial institution;
“executive officer”, in relation to a relevant financial institution, means any person, by whatever name described, who —
(a)is in the direct employment of, or acting for or by arrangement with, the relevant financial institution; and
(b)is concerned with or takes part in the management of the relevant financial institution on a day-to-day basis;
“pertinent financial institution” has the same meaning as in section 49;
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“relevant financial institution” means a financial institution that —
(a)is approved by the Authority under section 28; and
(b)belongs to a class of financial institutions that is prescribed by regulations made under section 41 for the purposes of this definition.
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(3)  In this subsection and sections 33 to 37, unless the context otherwise requires —
“business” includes affairs and property;
“office holder”, in relation to a relevant financial institution, means any person acting as the liquidator, the provisional liquidator, the receiver or the receiver and manager of the relevant financial institution, or acting in an equivalent capacity in relation to the relevant financial institution;
“relevant business” means any business of a relevant financial institution —
(a)which the Authority has assumed control of under section33; or
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(b)in relation to which a statutory adviser or a statutory manager has been appointed under section33;
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“statutory adviser” means a statutory adviser appointed under section 33;
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“statutory manager” means a statutory manager appointed under section 33.
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(4)  In this subsection and sections 38 and 39, unless the context otherwise requires —
“business” includes affairs, property, right, obligation and liability;
“debenture” has the same meaning as in section 4(1) of the Companies Act (Cap. 50);
“property” includes property, right and power of every description;
“Registrar of Companies” means the Registrar of Companies appointed under the Companies Act and includes any Deputy or Assistant Registrar of Companies appointed under that Act;
“significant business”, in relation to a relevant financial institution, means the usual business of a financial institution belonging to the same class of financial institutions as that relevant financial institution;
“transferee” means any person (being a person who is, or who has applied or will be applying to be, approved, authorised, designated, recognised, registered, licensed or otherwise regulated, under this Act or any of the written laws set out in the Schedule, to carry on the significant business of the transferor) to which the whole or any part of a transferor’s business is, is to be, or is proposed to be transferred under section 38(1);
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“transferor” means a relevant financial institution the whole or any part of the business of which is, is to be, or is proposed to be transferred under section 38(1).
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Information of insolvency, etc.
32.—(1)  Any relevant financial institution which is or is likely to become insolvent, which is or is likely to become unable to meet its obligations, or which has suspended or is about to suspend payments, shall immediately inform the Authority of that fact.
(2)  Any relevant financial institution which contravenes subsection (1) 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 not exceeding $10,000 for every day or part thereof during which the offence continues after conviction.
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Action by Authority if relevant financial institution unable to meet obligations, etc.
33.—(1)  The Authority may exercise any one or more of the powers specified in subsection (2) as appears to it to be necessary, where —
(a)a relevant financial institution informs the Authority that it is or is likely to become insolvent, or that it is or is likely to become unable to meet its obligations, or that it has suspended or is about to suspend payments;
(b)a relevant financial institution becomes unable to meet its obligations, or is insolvent, or suspends payments;
(c)the Authority is of the opinion that a relevant financial institution —
(i)is carrying on its business in a manner likely to be detrimental to the interests of such persons as may be prescribed by regulations made under section 41 in relation to the relevant financial institution;
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(ii)is or is likely to become insolvent, or is or is likely to become unable to meet its obligations, or is about to suspend payments;
(iii)has contravened any of the provisions of this Act; or
(iv)has failed to comply with any condition attached to its approval under section 28; or
(d)the Authority considers it in the public interest to do so.
(2)  Subject to subsections (1) and (3), the Authority may —
(a)require the relevant financial institution immediately to take any action or to do or not to do any act or thing whatsoever in relation to its business as the Authority may consider necessary;
(b)appoint one or more persons as statutory adviser, on such terms and conditions as the Authority may specify, to advise the relevant financial institution on the proper management of such of the business of the relevant financial institution as the Authority may determine; or
(c)assume control of and manage such of the business of the relevant financial institution as the Authority may determine, or appoint one or more persons as statutory manager to do so on such terms and conditions as the Authority may specify.
(3)  In the case of a relevant financial institution incorporated outside Singapore, any appointment of a statutory adviser or statutory manager or any assumption of control by the Authority of any business of the relevant financial institution under subsection (2) shall only be in relation to —
(a)the business or affairs of the relevant financial institution carried on in, or managed in or from, Singapore; or
(b)the property of the relevant financial institution located in Singapore, or reflected in the books of the relevant financial institution in Singapore, as the case may be, in relation to its operations in Singapore.
(4)  Where the Authority appoints 2 or more persons as the statutory manager of a relevant financial institution, the Authority shall specify, in the terms and conditions of the appointment, which of the duties, functions and powers of the statutory manager —
(a)may be discharged or exercised by such persons jointly and severally;
(b)shall be discharged or exercised by such persons jointly; and
(c)shall be discharged or exercised by a specified person or such persons.
(5)  Where the Authority has exercised any power under subsection (2), it may, at any time and without prejudice to its power under section 28(5)(c) and (d), do one or more of the following:
(a)vary or revoke any requirement of, any appointment made by or any action taken by the Authority in the exercise of such power, on such terms and conditions as it may specify;
(b)further exercise any of the powers under subsection (2);
(c)add to, vary or revoke any term or condition specified by the Authority under this section.
(6)  No liability shall be incurred by a statutory manager or a statutory adviser for anything done (including any statement made) or omitted to be done with reasonable care and in good faith in the course of or in connection with —
(a)the exercise or purported exercise of any power under this Act;
(b)the performance or purported performance of any function or duty under this Act; or
(c)the compliance or purported compliance with this Act.
(7)  Any relevant financial institution that fails to comply with a requirement imposed by the Authority under subsection (2)(a) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $125,000 and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part thereof during which the offence continues after conviction.
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Effect of assumption of control under section 33
34.—(1)  Upon assuming control of the relevant business of a relevant financial institution, the Authority or statutory manager, as the case may be, shall take custody or control of the relevant business.
(2)  During the period when the Authority or statutory manager is in control of the relevant business of a relevant financial institution, the Authority or statutory manager —
(a)shall manage the relevant business of the relevant financial institution in the name of and on behalf of the relevant financial institution; and
(b)shall be deemed to be an agent of the relevant financial institution.
(3)  In managing the relevant business of a relevant financial institution, the Authority or statutory manager —
(a)shall take into consideration the interests of such persons as may be prescribed by regulations made under section 41 in relation to the relevant financial institution; and
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(b)shall have all the duties, powers and functions of the members of the board of directors of the relevant financial institution (collectively and individually) under this Act, the Companies Act (Cap. 50) and the constitution of the relevant financial institution, including powers of delegation, in relation to the relevant business of the relevant financial institution; but nothing in this paragraph shall require the Authority or statutory manager to call any meeting of the relevant financial institution under the Companies Act or the constitution of the relevant financial institution.
(4)  Notwithstanding any written law or rule of law, upon the assumption of control of the relevant business of a relevant financial institution by the Authority or statutory manager —
(a)where the relevant financial institution is established or incorporated in Singapore, any appointment of a person as the chief executive or a director of the relevant financial institution which was in force immediately before the assumption of control; or
(b)where the relevant financial institution is established or incorporated outside Singapore, any appointment of a person as the chief executive of the relevant financial institution (in so far as the appointment relates to the relevant business of the relevant financial institution) which was in force immediately before the assumption of control,
shall be deemed to be revoked, unless the Authority gives its approval, by notice in writing to the person and the relevant financial institution, for the person to remain in the appointment.
(5)  Notwithstanding any written law or rule of law, during the period when the Authority or statutory manager is in control of the relevant business of a relevant financial institution, except with the approval of the Authority, no person shall be appointed —
(a)where the relevant financial institution is established or incorporated in Singapore, as the chief executive or a director of the relevant financial institution; or
(b)where the relevant financial institution is established or incorporated outside Singapore, as the chief executive of the relevant financial institution (in so far as the appointment relates to the relevant business of the relevant financial institution).
(6)  Where the Authority has given its approval under subsection (4) or (5) to a person to remain in the appointment of, or to be appointed as, the chief executive or a director of a relevant financial institution, the Authority may at any time, by notice in writing to the person and the relevant financial institution, revoke that approval, and the appointment shall be deemed to be revoked on the date specified in the notice.
(7)  Notwithstanding any written law or rule of law, if any person, whose appointment as the chief executive or a director of a relevant financial institution is revoked under subsection (4) or (6), acts or purports to act after the revocation —
(a)where the relevant financial institution is established or incorporated in Singapore, as the chief executive or a director of the relevant financial institution; or
(b)where the relevant financial institution is established or incorporated outside Singapore, as the chief executive of the relevant financial institution in relation to the relevant business of the relevant financial institution,
during the period when the Authority or statutory manager is in control of the relevant business of the relevant financial institution —
(i)the act or purported act of the person shall be invalid and of no effect; and
(ii)the person shall be guilty of an offence.
(8)  Notwithstanding any written law or rule of law, if any person who is appointed as the chief executive or a director of a relevant financial institution in contravention of subsection (5) acts or purports to act —
(a)where the relevant financial institution is established or incorporated in Singapore, as the chief executive or a director of the relevant financial institution; or
(b)where the relevant financial institution is established or incorporated outside Singapore, as the chief executive of the relevant financial institution in relation to the relevant business of the relevant financial institution,
during the period when the Authority or statutory manager is in control of the relevant business of the relevant financial institution —
(i)the act or purported act of the person shall be invalid and of no effect; and
(ii)the person shall be guilty of an offence.
(9)  During the period when the Authority or statutory manager is in control of the relevant business of a relevant financial institution —
(a)if there is any conflict or inconsistency between —
(i)a direction or decision given by the Authority or statutory manager (including a direction or decision to a person or body of persons referred to in sub-paragraph (ii)); and
(ii)a direction or decision given by any chief executive, director, member, executive officer, employee, agent or office holder, or the board of directors, of the relevant financial institution,
the direction or decision referred to in sub-paragraph (i) shall, to the extent of the conflict or inconsistency, prevail over the direction or decision referred to in sub-paragraph (ii); and
(b)no person shall exercise any voting or other right attached to any share in the relevant financial institution in any manner that may defeat or interfere with any duty, function or power of the Authority or statutory manager, and any such act or purported act shall be invalid and of no effect.
(10)  Any person who is guilty of an offence under subsection (7) or (8) shall be liable on conviction to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part thereof during which the offence continues after conviction.
(11)  In this section, “constitution”, in relation to a relevant financial institution, means the memorandum of association and articles of association of the relevant financial institution, or any other instrument under which the relevant financial institution is established or incorporated.
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Duration of control
35.—(1)  The Authority shall cease to be in control of the relevant business of a relevant financial institution when the Authority is satisfied that —
(a)the reasons for the Authority’s assumption of control of the relevant business have ceased to exist; or
(b)it is no longer necessary for the protection of the persons prescribed by regulations made under section 41 for the purposes of section 33(1)(c)(i) in relation to the relevant financial institution.
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(2)  A statutory manager shall be deemed to have assumed control of the relevant business of a relevant financial institution on the date of his appointment as a statutory manager.
(3)  The appointment of a statutory manager in relation to the relevant business of a relevant financial institution may be revoked by the Authority at any time —
(a)if the Authority is satisfied that —
(i)the reasons for the appointment have ceased to exist; or
(ii)it is no longer necessary for the protection of the persons prescribed by regulations made under section 41 for the purposes of section 33(1)(c)(i) in relation to the relevant financial institution; or
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(b)on any other ground,
and upon such revocation, the statutory manager shall cease to be in control of the relevant business of the relevant financial institution.
(4)  The Authority shall, as soon as practicable, publish in the Gazette the date, and such other particulars as the Authority thinks fit, of —
(a)the Authority’s assumption of control of the relevant business of a relevant financial institution;
(b)the cessation of the Authority’s control of the relevant business of a relevant financial institution;
(c)the appointment of a statutory manager in relation to the relevant business of a relevant financial institution; and
(d)the revocation of a statutory manager’s appointment in relation to the relevant business of a relevant financial institution.
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Responsibilities of officers, member, etc., of relevant financial institution
36.—(1)  During the period when the Authority or statutory manager is in control of the relevant business of a relevant financial institution —
(a)the Court may, on an application by the Authority or statutory manager, direct any person who has ceased to be or who is still any chief executive, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the relevant financial institution to pay, deliver, convey, surrender or transfer to the Authority or statutory manager, within such period as the Court may specify, any property, book, accounts, record or other documents, whether in electronic, print or other form, of the relevant financial institution which is comprised in, forms part of or relates to the relevant business of the relevant financial institution, and which is in the person’s possession or control; and
(b)any person who has ceased to be or who is still any chief executive, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the relevant financial institution shall give to the Authority or statutory manager such information as the Authority or statutory manager may require for the discharge of the Authority’s or statutory manager’s duties or functions, or the exercise of the Authority’s or statutory manager’s powers, in relation to the relevant financial institution, within such time and in such manner as may be specified by the Authority or statutory manager.
(2)  Any person who —
(a)without reasonable excuse, fails to comply with subsection (1)(b); or
(b)in purported compliance with subsection (1)(b), knowingly or recklessly furnishes any information or document that is false or misleading in a material particular,
shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part thereof during which the offence continues after conviction.
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Remuneration and expenses of Authority and others in certain cases
37.  The Authority may at any time fix the remuneration and expenses to be paid by a relevant financial institution —
(a)to a statutory manager or statutory adviser appointed in relation to the relevant financial institution, whether or not the appointment has been revoked; and
(b)where the Authority has assumed control of the relevant business of the relevant financial institution, to the Authority and any person appointed by the Authority under section 13B in relation to the Authority’s assumption of control of the relevant business, whether or not the Authority has ceased to be in control of the relevant business.
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Voluntary transfer of business of relevant financial institution
38.—(1)  A transferor may transfer the whole or any part of its business (including any business that is not the significant business of the transferor) to a transferee, if —
(a)where the transferor is incorporated in Singapore, the Authority has consented to the transfer;
(b)where the transferor is incorporated outside Singapore, the business to be transferred is reflected in the books of the transferor in Singapore in relation to its operations in Singapore;
(c)the transfer involves the whole or any part of the business of the transferor that is the significant business of the transferor; and
(d)the Court has approved the transfer.
(2)  Subsection (1) is without prejudice to the right of a relevant financial institution to transfer the whole or any part of its business under any law.
(3)  The Authority may consent to a transfer under subsection (1)(a) if the Authority is satisfied that —
(a)the transferee is a fit and proper person; and
(b)the transferee will conduct the business of the transferor prudently and comply with the provisions of this Act.
(4)  The Authority may at any time appoint one or more persons to perform an independent assessment of, and furnish a report on, the proposed transfer of a transferor’s business (or any part thereof) under subsection (1), whether the transferor is incorporated in or outside Singapore.
(5)  The remuneration and expenses of any person appointed under subsection (4) shall be paid by the transferor and the transferee jointly and severally.
(6)  The Authority shall serve a copy of any report furnished under subsection (4) on the transferor and the transferee.
(7)  The Authority may require a person to furnish, within the period and in the manner specified by the Authority, any information or document that the Authority may reasonably require for the discharge of its duties or functions, or the exercise of its powers, under this section and section 39.
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(8)  Any person who —
(a)without reasonable excuse, fails to comply with any requirement under subsection (7); or
(b)in purported compliance with any requirement under subsection (7), knowingly or recklessly furnishes any information or document that is false or misleading in a material particular,
shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part thereof during which the offence continues after conviction.
(9)  Where a person claims, before furnishing the Authority with any information or document that he is required to furnish under subsection (7), that the information or document might tend to incriminate him, the information or document shall not be admissible in evidence against him in criminal proceedings other than proceedings under subsection (8).
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Approval of transfer of business of relevant financial institution
39.—(1)  A transferor shall apply to the Court for its approval of the transfer of the whole or any part of the business of the transferor to the transferee under section 38(1).
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(2)  Before making an application under subsection (1) —
(a)the transferor shall lodge with the Authority a report setting out such details of the transfer and furnish such supporting documents as the Authority may specify;
(b)where the transferor is incorporated in Singapore, the transferor shall obtain the consent of the Authority under section 38(1)(a);
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(c)the transferor and the transferee shall, if they intend to serve on their respective customers a summary of the transfer, obtain the Authority’s approval of the summary;
(d)the transferor shall, at least 15 days before the application is made but not earlier than one month after the report referred to in paragraph (a) is lodged with the Authority, publish in the Gazette and in such newspaper or newspapers as the Authority may determine a notice of the transferor’s intention to make the application and containing such other particulars as may be prescribed by regulations made under section 41;
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(e)the transferor and the transferee shall keep at their respective offices in Singapore, for inspection by any person who may be affected by the transfer, a copy of the report referred to in paragraph (a) for a period of 15 days after the publication of the notice referred to in paragraph (d) in the Gazette; and
(f)unless the Court directs otherwise, the transferor and the transferee shall serve on their respective customers affected by the transfer, at least 15 days before the application is made, a copy of the report referred to in paragraph (a) or a summary of the transfer approved by the Authority under paragraph (c).
(3)  The Authority and any person who, in the opinion of the Court, is likely to be affected by the transfer —
(a)shall have the right to appear before and be heard by the Court in any proceedings relating to the transfer; and
(b)may make any application to the Court in relation to the transfer.
(4)  Where the transferor is incorporated in Singapore, the Court shall not approve the transfer if the Authority has not consented under section 38(1)(a) to the transfer.
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(5)  The Court may, after taking into consideration the views, if any, of the Authority on the transfer —
(a)approve the transfer without modification or subject to any modification agreed to by the transferor and the transferee; or
(b)refuse to approve the transfer.
(6)  Where the transferee is not approved, authorised, designated, recognised, registered, licensed or otherwise regulated, under this Act or any of the written laws set out in the Schedule, to carry on in Singapore the significant business of the transferor, the Court may approve the transfer on terms that the transfer shall take effect only in the event of the transferee becoming so approved, authorised, designated, recognised, registered, licensed or regulated, as the case may be.
(7)  The Court may by the order approving the transfer or by any subsequent order provide for all or any of the following matters:
(a)the transfer to the transferee of the whole or any part of the business of the transferor;
(b)the allotment or appropriation by the transferee of any share, debenture, policy or other interest in the transferee which under the transfer is to be allotted or appropriated by the transferee to or for any person;
(c)the continuation by (or against) the transferee of any legal proceedings pending by (or against) the transferor;
(d)the dissolution, without winding up, of the transferor;
(e)the provisions to be made for persons who are affected by the transfer;
(f)such incidental, consequential and supplementary matters as are, in the opinion of the Court, necessary to secure that the transfer is fully effective.
(8)  Any order under subsection (7) may —
(a)provide for the transfer of any business, whether or not the transferor otherwise has the capacity to effect the transfer in question;
(b)make provision in relation to any property which is held by the transferor as trustee; and
(c)make provision as to any future or contingent right or liability of the transferor, including provision as to the construction of any instrument under which any such right or liability may arise.
(9)  Subject to subsection (10), where an order made under subsection (7) provides for the transfer to the transferee of the whole or any part of the transferor’s business, then by virtue of the order the business (or part thereof) of the transferor specified in the order shall be transferred to and vest in the transferee, free in the case of any particular property (if the order so directs) from any charge which by virtue of the transfer is to cease to have effect.
(10)  No order under subsection (7) shall have any effect or operation in transferring or otherwise vesting land in Singapore until the appropriate entries are made with respect to the transfer or vesting of that land by the appropriate authority.
(11)  If any business specified in an order under subsection (7) is governed by the law of any foreign country or territory, the Court may order the transferor to take all necessary steps for securing that the transfer of the business to the transferee is fully effective under the law of that country or territory.
(12)  Where an order is made under this section, the transferor and the transferee shall each lodge within 7 days after the order is made —
(a)a copy of the order with the Registrar of Companies and with the Authority; and
(b)where the order relates to land in Singapore, an office copy of the order with the appropriate authority concerned with the registration or recording of dealings in that land.
(13)  A transferor or transferee which contravenes subsection (12), and every officer of the transferor or transferee (as the case may be) who fails to take all reasonable steps to secure compliance by the transferor or transferee (as the case may be) with that subsection, shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part thereof during which the offence continues after conviction.
(14)  In subsection (13), “officer”, in relation to a transferor or transferee, includes —
(a)a director, a secretary or an executive officer of the transferor or transferee (as the case may be);
(b)a receiver or manager of any part of the undertaking of the transferor or transferee (as the case may be) appointed under a power contained in any instrument; and
(c)a liquidator of the transferor or transferee (as the case may be) appointed in a voluntary winding up.
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Disqualification or removal of director or executive officer of relevant financial institution
40.—(1)  Notwithstanding the provisions of any other written law —
(a)a relevant financial institution shall not, without the prior written consent of the Authority, permit a person to act as its executive officer; and
(b)a relevant financial institution which is established or incorporated in Singapore shall not, without the prior written consent of the Authority, permit a person to act as its director,
if the person —
(i)has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 10 of the Monetary Authority of Singapore (Amendment) Act 2013, being an offence —
(A)involving fraud or dishonesty;
(B)the conviction for which involved a finding that he had acted fraudulently or dishonestly; or
(C)that is specified in the Third Schedule to the Registration of Criminals Act (Cap. 268);
(ii)is an undischarged bankrupt, whether in Singapore or elsewhere;
(iii)has had execution against him in respect of a judgment debt returned unsatisfied in whole or in part;
(iv)has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his creditors, being a compromise or scheme of arrangement that is still in operation;
(v)has had a prohibition order under section 59 of the Financial Advisers Act (Cap. 110), section 35V of the Insurance Act (Cap. 142) or section 101A or 123ZZC of the Securities and Futures Act (Cap. 289) made against him that remains in force; or
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(vi)has been a director of, or directly concerned in the management of, a regulated financial institution, whether in Singapore or elsewhere —
(A)which is being or has been wound up by a court; or
(B)the approval, authorisation, designation, recognition, registration or licence of which has been withdrawn, cancelled or revoked by the Authority or, in the case of a regulated financial institution in a foreign country or territory, by the regulatory authority in that foreign country or territory.
(2)  Notwithstanding the provisions of any other written law, where the Authority is satisfied that a director of a relevant financial institution which is established or incorporated in Singapore, or an executive officer of a relevant financial institution —
(a)has wilfully contravened or wilfully caused the relevant financial institution to contravene any provision of this Act;
(b)has, without reasonable excuse, failed to secure the compliance of the relevant financial institution with this Act or any of the written laws set out in the Schedule; or
(c)has failed to discharge any of the duties of his office,
the Authority may, if it thinks it necessary in the public interest or for the protection of such persons as may be prescribed by regulations made under section 41 for the purposes of this subsection in relation to the relevant financial institution, by notice in writing to the relevant financial institution, direct the relevant financial institution to remove the director or executive officer, as the case may be, from his office or employment within such period as may be specified by the Authority in the notice, and the relevant financial institution shall comply with the notice.
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(3)  Without prejudice to any other matter that the Authority may consider relevant, the Authority shall, when determining whether a director or an executive officer of a relevant financial institution has failed to discharge the duties of his office for the purposes of subsection (2)(c), have regard to such criteria as may be prescribed by regulations made under section 41.
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(4)  Before directing a relevant financial institution to remove a person from his office or employment under subsection (2), the Authority shall —
(a)give the relevant financial institution and the person notice in writing of its intention to do so; and
(b)in the notice referred to in paragraph (a), call upon the relevant financial institution and the person to show cause, within such time as may be specified in the notice, why the person should not be removed.
(5)  If the relevant financial institution and the person referred to in subsection (4) —
(a)fail to show cause within the time specified under subsection (4)(b) or within such extended period of time as the Authority may allow; or
(b)fail to show sufficient cause,
the Authority may direct the relevant financial institution to remove the person under subsection (2).
(6)  Any relevant financial institution which, or any director or executive officer of a relevant financial institution who, is aggrieved by a direction of the Authority under subsection (2) may, within 30 days after receiving the direction, appeal in writing to the Minister, whose decision shall be final.
(7)  Any relevant financial institution which contravenes subsection (1) or fails to comply with a notice issued under subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part thereof during which the offence continues after conviction.
(8)  No criminal or civil liability shall be incurred by a relevant financial institution, or any person acting on behalf of the relevant financial institution, in respect of anything done (including any statement made) or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of the obligations of the relevant financial institution under this section.
(9)  In this section, unless the context otherwise requires —
“regulated financial institution” means a person who carries on a business, the conduct of which is regulated or authorised by the Authority or, if it is carried on in Singapore, would be regulated or authorised by the Authority;
“regulatory authority”, in relation to a foreign country or territory, means an authority of the foreign country or territory exercising any function that corresponds to a regulatory function of the Authority under this Act or any of the written laws set out in the Schedule.
[Act 31 of 2017 wef 04/06/2018]
[Act 9 of 2013 wef 18/04/2013]
Provisions as to compromise or arrangement relating to certain financial institutions, etc.
40A.—(1)  This section applies despite any other written law.
(2)  In any proceedings under section 210 of the Companies Act or section 71 of the Insolvency, Restructuring and Dissolution Act 2018 in relation to a company that is a Type A financial institution, the Authority —
(a)has the same powers and rights as a creditor of the company under the Companies Act or the Insolvency, Restructuring and Dissolution Act 2018 respectively (including the right to appear and be heard before the Court in any proceedings under those provisions); but
(b)does not have the right to vote at any meeting summoned under section 210 of the Companies Act.
(3)  In the case of a company that is a Type B financial institution, the Court must not —
(a)approve under section 210 of the Companies Act or section 71 of the Insolvency, Restructuring and Dissolution Act 2018 any compromise or arrangement that has been proposed for the purposes of or in connection with any scheme mentioned in section 212(1) of the Companies Act under which the whole or any part of the undertaking or the property of the company is to be transferred; or
(b)without affecting paragraph (a), make any order under section 212(1) of the Companies Act providing for the transfer of the whole or any part of the undertaking or the property of the company,
unless the Minister has consented to such compromise or arrangement or such transfer (as the case may be) or has certified that the Minister’s consent is not required.
(4)  In the case of a company that is a Type C financial institution, the Court must not —
(a)approve under section 210 of the Companies Act or section 71 of the Insolvency, Restructuring and Dissolution Act 2018 any compromise or arrangement that has been proposed for the purposes of or in connection with any scheme mentioned in section 212(1) of the Companies Act under which the whole or any part of the undertaking or the property of the company is to be transferred; or
(b)without affecting paragraph (a), make any order under section 212(1) of the Companies Act providing for the transfer of the whole or any part of the undertaking or the property of the company,
unless the Authority has consented to such compromise or arrangement or such transfer (as the case may be) or has certified that the Authority’s consent is not required.
(5)  For the purposes of this section, the Authority may make regulations under section 41 to prescribe any financial institution or class of financial institutions as a Type A financial institution, Type B financial institution or Type C financial institution.
(6)  In this section, “company” means any corporation liable to be wound up under the Insolvency, Restructuring and Dissolution Act 2018.
[Act 40 of 2018 wef 30/07/2020]
Power of Authority to make regulations for this Part
41.—(1)  The Authority may make regulations for the purposes of this Part, including regulations to prescribe anything which may be prescribed under this Part.
(2)  Without prejudice to the generality of subsection (1), regulations made under this section may provide that any contravention of any specified provision of the regulations shall be an offence punishable —
(a)in the case of an individual, with a fine not exceeding $125,000 or with imprisonment for a term not exceeding 3 years or with both and, in the case of a continuing offence, with a further fine not exceeding $12,500 for every day or part thereof during which the offence continues after conviction; or
(b)in any other case, with a fine not exceeding $250,000 and, in the case of a continuing offence, with a further fine not exceeding $25,000 for every day or part thereof during which the offence continues after conviction.
(3)  For the purposes of sections 33(1)(c)(i) and 34(3)(a), the Authority may prescribe different persons and different classes of persons in relation to different relevant financial institutions and different classes of relevant financial institutions.
[Act 31 of 2017 wef 04/06/2018]
[Act 9 of 2013 wef 18/04/2013]