Division 6 — Miscellaneous
Notices to significant associated entities of specified financial institutions
121.—(1)  The Authority may, if it thinks it necessary or expedient in the public interest, in the interests of any affected person or class of affected persons of a specified financial institution or in the interests of the financial system in Singapore, by written notice to a significant associated entity of the specified financial institution, give directions or impose requirements on or relating to the operations or activities of the significant associated entity, including directions that the significant associated entity —
(a)take such action, or do or not do such act or thing, as the Authority may specify in the notice; or
(b)continue to provide such services as the Authority may specify in the notice to —
(i)the specified financial institution; or
(ii)all or any of the entities treated, for accounting purposes according to the Accounting Standards, as part of the group of companies of the specified financial institution.
[9/2013; 31/2017]
(2)  A significant associated entity of a specified financial institution must comply with any direction given to the significant associated entity, or any requirement imposed on the significant associated entity, by any notice issued to the significant associated entity under subsection (1).
[9/2013]
(3)  It is not necessary to publish any notice issued under subsection (1) in the Gazette.
[9/2013]
(4)  Any significant associated entity (of a specified financial institution) which contravenes 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 of a day during which the offence continues after conviction.
[9/2013]
(5)  In this section —
“Accounting Standards” has the meaning given by section 4(1) of the Companies Act 1967;
“group of companies”, in relation to a specified financial institution, means —
(a)the specified financial institution;
(b)the entities that are subsidiaries of the specified financial institution; and
(c)the entity that is the holding company of the specified financial institution, and the entities that are subsidiaries of that holding company;
“significant associated entity”, in relation to a specified financial institution, means an entity incorporated, formed or established in Singapore —
(a)which is treated, for accounting purposes according to the Accounting Standards, as part of the group of companies of the specified financial institution;
(b)which 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; and
(c)which —
(i)is significant to the business of —
(A)the specified financial institution; or
(B)all or any of the entities which are treated, for accounting purposes according to the Accounting Standards, as part of the group of companies of the specified financial institution; or
(ii)provides any service which is essential or necessary for the continued operation of —
(A)the specified financial institution; or
(B)all or any of the entities which are treated, for accounting purposes according to the Accounting Standards, as part of the group of companies of the specified financial institution.
[9/2013]
Modification of law of insolvency
122.  Despite anything to the contrary in this Act, the Companies Act 1967 and the Insolvency, Restructuring and Dissolution Act 2018 —
(a)any sale, transfer, assignment or other disposition of any property or business of a pertinent financial institution pursuant to section 58 or 64 must not be reversed, repaid or set aside, except where a certificate has been issued under section 62 to reverse such sale, transfer, assignment or other disposition; and
(b)no order may be made by any court for the rectification or stay of any such sale, transfer, assignment or other disposition.
[9/2013; 31/2017; 40/2018]
Power to obtain information under this Part
123.—(1)  The Minister or the Authority may require a person to provide, within the period and in the manner specified by the Minister or the Authority, any information or document that the Minister or the Authority may reasonably require —
(a)for the discharge or exercise of the Minister’s or the Authority’s duties, functions or powers under this Part; or
(b)for transmission to a valuer appointed under section 115 in connection with the valuer’s role under Division 5C.
[31/2017]
(2)  Any person who —
(a)without reasonable excuse, fails to comply with any requirement under subsection (1); or
(b)in purported compliance with any requirement under subsection (1), knowingly or recklessly provides 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 of a day during which the offence continues after conviction.
[9/2013]
(3)  Where a person claims, before providing the Minister or the Authority with any information or document that the person is required to provide under subsection (1), that the information or document might tend to incriminate the person, the information or document is not admissible in evidence against the person in criminal proceedings other than proceedings under subsection (2).
[9/2013]
Immunity for officer of specified financial institution or significant associated entity
124.—(1)  No civil or criminal liability shall be incurred by an officer of a specified financial institution, or of a significant associated entity referred to in section 121, for anything done (including any statement made) or omitted to be done with reasonable care and in good faith in complying with any provision of this Part or any direction given, notice issued or requirement imposed by the Minister or the Authority under this Part.
[9/2013; 31/2017]
(2)  In this section, “officer”, in relation to a specified financial institution or a significant associated entity referred to in section 121, includes —
(a)a director, a secretary or an executive officer of the specified financial institution or significant associated entity, as the case may be;
(b)a receiver or manager of any part of the undertaking of the specified financial institution or significant associated entity (as the case may be) appointed under a power contained in any instrument; and
(c)a liquidator of the specified financial institution or significant associated entity (as the case may be) appointed in a voluntary winding up.
[9/2013; 31/2017]
Cessation of moratorium, etc., under this Part
125.—(1)  The Minister may, by order in the Gazette, direct that section 59(1) or (2), 67(13), 70(13) or 77, or any part of that provision, ceases to apply to a pertinent financial institution, any business (or any part of the business) of a pertinent financial institution, any share in a pertinent financial institution or any eligible instrument issued by a Division 4A FI or to which it is a party or is subject, and the order has effect according to its terms on the date specified by the Minister in the order.
[31/2017]
(2)  In this section, “business” includes affairs, property, right, obligation and liability.
[9/2013]
Regulations for this Part
126.—(1)  The Minister may make such regulations as may be necessary or expedient for carrying out the purposes and provisions of this Part and for prescribing anything that may be required to be prescribed under this Part.
[9/2013; 31/2017]
(2)  Without limiting subsection (1), regulations made under this section may —
(a)restrict, or impose conditions on, any transfer of only part (but not the whole) of the business (as defined in section 56) of a pertinent financial institution under Division 2;
(b)provide for either or both of the following:
(i)that any arrangement, transaction or action is exempt from any provision of this Part;
(ii)that the Minister or the Authority must not exercise any power under this Part in relation to any arrangement, transaction or action, or any matter for which any arrangement has been entered into, either in all circumstances or if specified conditions are not satisfied;
(c)prescribe —
(i)any set‑off arrangement, netting arrangement or other type of arrangement as an arrangement referred to in paragraph (b)(i) or (ii);
(ia)any transaction or action as a transaction or action in paragraph (b)(i) or (ii);
(ii)for any arrangement, transaction or action referred to in paragraph (b)(i), each provision of this Part which that arrangement, transaction or action is exempted from; and
(iii)for any arrangement, transaction, action or matter referred to in paragraph (b)(ii), each power which the Minister or the Authority must not exercise in relation to that arrangement, transaction, action or matter;
(d)provide for any transaction to be void or voidable, or for any other consequence (including a consequence affecting any business, affairs, property, right, obligation, liability or power of any person under this Part, or affecting the operation of any provision of this Part) to arise, if any specified provision of the regulations is contravened;
(e)provide that any contravention of any specified provision of the regulations shall be an offence punishable —
(i)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 of a day during which the offence continues after conviction; or
(ii)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 of a day during which the offence continues after conviction;
(f)exempt any person or class of persons from all or any of the provisions of this Part and the regulations, subject to such conditions or restrictions as may be prescribed; and
(g)provide that a pertinent financial institution, any of its subsidiaries or any subsidiary within a class of its subsidiaries, must include a provision in a specified contract to which the pertinent financial institution or subsidiary is a party, the effect of which is that the parties to the contract agree to be bound by section 83 and by any suspension of a termination right in the contract by the Authority under section 84.
[9/2013; 31/2017]
(3)  For the purposes of the definition of “affected person” in section 49, the Minister may prescribe, in relation to any specified institution, different persons for different purposes.
[9/2013; 31/2017]
(4)  For the purposes of the definitions of “excluded financial institution” and “pertinent financial institution” in section 49, the Minister may prescribe different financial institutions for different purposes.
[9/2013; 31/2017]
(5)  All regulations made under this section must be presented to Parliament as soon as possible after publication in the Gazette.
[9/2013]
(6)  In this section —
“netting arrangement” means an arrangement under which 2 or more claims or obligations can be converted into a net claim or obligation, and includes a close‑out netting arrangement (under which actual or theoretical debts are calculated during the course of a contract for the purpose of enabling them to be set‑off against each other or to be converted into a net debt);
“set‑off arrangement” means an arrangement under which 2 or more debts, claims or obligations can be set‑off against each other.
[9/2013]