Securities and Futures Act - Singapore Statutes Online

Civil penalty when corporation fails to prevent or detect contravention by employee or officer

236C.—(1) A corporation which fails to prevent or detect a contravention of any provision in this Part committed by an employee or officer of the corporation (referred to in this section as the contravening person), which contravention is —

(a)	committed for the benefit of the corporation; and
(b)	attributable to the negligence of the corporation,

commits a contravention and shall be liable to an order for a civil penalty under this section.

(2) Where it appears to the Authority that a corporation has committed a contravention under subsection (1), the Authority may, with the consent of the Public Prosecutor, bring an action in a court against the corporation to seek an order for a civil penalty.

(3) If the court is satisfied on a balance of probabilities that the corporation has committed a contravention under subsection (1), which resulted in the corporation gaining a profit or avoiding a loss, the court may make an order against the corporation for the payment of a civil penalty of a sum —

(a)

not exceeding 3 times —

(i)	the amount of the profit that the corporation gained; or
(ii)	the amount of the loss that it avoided,

as a result of the contravention by the contravening person; or

(b)

equal to $100,000,

whichever is the greater.

(4) If the court is satisfied on a balance of probabilities that the corporation has committed a contravention under subsection (1), which did not result in the corporation gaining a profit or avoiding a loss, the court may make an order against the corporation for the payment of a civil penalty of a sum not less than $50,000 and not more than $2 million.

(5) Sections 232(4) to (7) and 233 shall apply in relation to an action brought against a corporation under subsection (2) as they apply in relation to an action under section 232.

(6) Any defence that would be available to the contravening person if he were prosecuted for his contravention shall also be available to the corporation in an action under subsection (2) in respect of its failure to prevent or detect that contravention.

(7) For the purposes of subsection (1), in determining whether a contravention is attributable to the negligence of a corporation, the court shall take into account the following matters:

(a)	whether the corporation has established adequate policies and procedures for the purposes of preventing and detecting market misconduct;
(b)	whether the corporation has consistently enforced compliance with its policies and procedures referred to in paragraph (a); and
(c)	such other factors as the court may consider relevant. [2/2009 wef 01/10/2012]

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