PART 6AA 123A. The objectives of this Part are —| (a) | to promote fair and transparent determination of financial benchmarks; and | | (b) | to reduce systemic risks. [4/2017] |
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| Division 1 — Designation of Financial Benchmarks |
| Power of Authority to designate financial benchmarks |
123B. The Authority may, by order in the Gazette, designate a financial benchmark as a designated benchmark for the purposes of this Part if the Authority is satisfied that —| (a) | the financial benchmark has systemic importance in the financial system of Singapore; | | (b) | a disruption in the determination of the financial benchmark could affect public confidence in the financial benchmark or the financial system of Singapore; | | (c) | the determination of the financial benchmark could be susceptible to manipulation; or | | (d) | it is otherwise in the interests of the public to do so. [4/2017] |
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| Withdrawal of designation of financial benchmark |
| 123C. The Authority may, by order in the Gazette, withdraw the designation of any designated benchmark if the Authority is of the opinion that the considerations in section 123B are no longer valid or satisfied. [4/2017] |
Division 2 — Benchmark Administrators of Designated
Benchmarks |
| Subdivision (1) — Authorised benchmark administrator |
| Requirement for authorisation |
| 123D.—(1) No person may carry on, or hold out that the person is carrying on, a business of administering a designated benchmark, unless the person is an authorised benchmark administrator. [4/2017] | (2) No person may hold out that the person is an authorised benchmark administrator, unless the person is an authorised benchmark administrator. [4/2017] |
| (3) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 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 $25,000 for every day or part of a day during which the offence continues after conviction. [4/2017] |
| (4) Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 and, in the case of a continuing offence, to a further fine not exceeding $2,000 for every day or part of a day during which the offence continues after conviction. [4/2017] |
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| Application for authorisation |
| 123E.—(1) A corporation may apply to the Authority to be authorised as an authorised benchmark administrator. [4/2017] (2) An application made under subsection (1) must be —| (a) | made in such form and manner as the Authority may specify; and | | (b) | accompanied by a non‑refundable application fee of an amount prescribed by regulations made under section 123ZZA, which must be paid in the manner specified by the Authority. [4/2017] |
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| (3) The Authority may require an applicant to provide it with such information or documents as the Authority considers necessary in relation to the application. [4/2017] |
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| Power of Authority to authorise benchmark administrators |
| 123F.—(1) Where a corporation mentioned in section 123E(1) makes an application under that provision, the Authority may authorise the corporation as an authorised benchmark administrator. [4/2017] (2) The Authority may authorise a corporation as an authorised benchmark administrator under subsection (1) subject to such conditions or restrictions as the Authority may impose by written notice, including conditions or restrictions, either of a general or specific nature, relating to —| (a) | the process for the determination of the designated benchmark; or | | (b) | any other activities that the corporation may undertake. [4/2017] |
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| (3) The Authority may, at any time, by written notice to the authorised benchmark administrator, vary any condition or restriction or impose any further condition or restriction. [4/2017] |
| (4) An authorised benchmark administrator must, for the duration of the authorisation, satisfy every condition or restriction that may be imposed on it under subsections (2) and (3). [4/2017] |
| (5) The Authority must not authorise a corporation as an authorised benchmark administrator, unless the corporation meets such requirements as the Authority may prescribe by regulations made under section 123ZZA, either generally or specifically. [4/2017] |
(6) The Authority may refuse to authorise a corporation as an authorised benchmark administrator, if —| (a) | the corporation has not provided the Authority with such information, as the Authority may require, relating to —| (i) | the corporation or any person employed by or associated with the corporation for the purposes of the corporation’s business or operations; and | | (ii) | any circumstances likely to affect the corporation’s manner of conducting business or operations; |
| | (b) | any information or document provided by the corporation to the Authority is false or misleading; | | (c) | the corporation or a substantial shareholder of the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; | | (d) | an enforcement order against the corporation or a substantial shareholder of the corporation in respect of a judgment debt has been returned unsatisfied in whole or in part; [Act 25 of 2021 wef 01/04/2022] | | (e) | a receiver, a receiver and manager, judicial manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation or a substantial shareholder of the corporation; | | (f) | the corporation or a substantial shareholder of the corporation has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with the creditors of the corporation or substantial shareholder (as the case may be) being a compromise or scheme of arrangement that is still in operation; | | (g) | the corporation, a substantial shareholder of the corporation or any officer of the corporation —| (i) | has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 8 October 2018, involving fraud or dishonesty or the conviction for which involved a finding that the corporation, shareholder or officer (as the case may be) had acted fraudulently or dishonestly; or | | (ii) | has been convicted of an offence under this Act committed before, on or after 8 October 2018; |
| | (h) | the Authority is not satisfied as to the educational or other qualifications or experience of the officers or employees of the corporation, having regard to the nature of the duties they are to perform in connection with the activity of administering a designated benchmark; | | (i) | the corporation fails to satisfy the Authority that the corporation is a fit and proper person or that all of its officers, employees and substantial shareholders are fit and proper persons; | | (j) | the Authority has reason to believe that the corporation may not be able to act in the best interests of a class, or the classes, of users of the designated benchmark, having regard to the reputation, character, financial integrity and reliability of the corporation or its officers, employees or substantial shareholders; | | (k) | the Authority is not satisfied as to —| (i) | the financial standing of the corporation or any of its substantial shareholders; or | | (ii) | the manner in which the business of the corporation is to be conducted, or the operations of the corporation are to be conducted, in relation to administering a designated benchmark; |
| | (l) | the Authority is not satisfied as to the record of past performance or expertise of the corporation, having regard to the nature of the business or operations which the corporation may carry on or conduct in connection with administering a designated benchmark; | | (m) | there are other circumstances which are likely to —| (i) | lead to improper conduct of business or operations by the corporation or any of its officers, employees or substantial shareholders; or | | (ii) | reflect discredit on the manner of conducting the business or operations of the corporation or any of its substantial shareholders; |
| | (n) | the Authority has reason to believe that the corporation, or any of its officers or employees, will not perform the activity of administering a designated benchmark, efficiently, honestly or fairly; | | (o) | the Authority is of the opinion that it would be contrary to the interests of the public to authorise the corporation as an authorised benchmark administrator; or | | (p) | a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation. [4/2017] [Act 18 of 2022 wef 31/07/2024] |
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| (7) Subject to subsection (8), the Authority must not refuse to authorise a corporation as an authorised benchmark administrator under subsection (6) without giving the corporation an opportunity to be heard. [4/2017] |
(8) The Authority may refuse to authorise a corporation as an authorised benchmark administrator on any of the following grounds without giving the corporation an opportunity to be heard:| (a) | the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; | | (b) | a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation; | | (c) | the corporation has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 8 October 2018, involving fraud or dishonesty or the conviction for which involved a finding that the corporation had acted fraudulently or dishonestly; | | (d) | a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation. [4/2017] [Act 18 of 2022 wef 31/07/2024] |
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| (9) The Authority must give notice in the Gazette of any authorisation under subsection (1). [4/2017] |
| (10) Any corporation that is aggrieved by a refusal of the Authority to grant an authorisation under subsection (1) may, within 30 days after the corporation is notified of the refusal, appeal to the Minister, whose decision is final. [4/2017] |
| (11) Any authorised benchmark administrator who contravenes subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. [4/2017] |
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| Deposit to be lodged by corporation or authorised benchmark administrator |
| 123G.—(1) The Authority may require the corporation mentioned in section 123E(1) that has made an application under that provision to lodge with the Authority, at the time of its application and in such manner as the Authority may determine, a deposit of such amount as the Authority may prescribe by regulations made under section 123ZZA in respect of that authorisation and in such form as the Authority may specify. [4/2017] | (2) The Authority may prescribe by regulations made under section 123ZZA the circumstances and purposes for the use of the deposit. [4/2017] |
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| False statements in relation to application for authorisation |
123H. Any person who, in connection with an application for authorisation as an authorised benchmark administrator —| (a) | without reasonable excuse, makes a statement which is false or misleading in a material particular; or | | (b) | without reasonable excuse, omits to state any matter or thing without which the application is misleading in a material respect, |
| shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. |
[4/2017] |
| Annual fees payable by authorised benchmark administrator |
| 123I.—(1) Every authorised benchmark administrator must pay to the Authority such annual fee as may be prescribed by regulations made under section 123ZZA, in such manner as the Authority may specify. [4/2017] | (2) Subject to subsection (3), the Authority may, where it considers appropriate, refund or remit the whole or part of any annual fee paid to it. [4/2017] |
(3) The Authority need not refund any annual fee paid if —| (a) | the authorisation is revoked, suspended or withdrawn during the period to which the annual fee relates; | | (b) | the authorised benchmark administrator ceases to carry on a business of administering a designated benchmark during the period to which the annual fee relates; or | | (c) | a section 123ZZC prohibition order or an FSMA prohibition order has been made against the authorised benchmark administrator. [4/2017] [Act 18 of 2022 wef 31/07/2024] |
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| (4) Where an authorised benchmark administrator fails to pay the annual fee by the date on which such fee is due, the Authority may impose a late payment fee of an amount prescribed by regulations made under section 123ZZA for every day or part of a day that the payment is late and both fees are recoverable by the Authority as a judgment debt. [4/2017] |
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| Revocation, suspension or withdrawal of authorisation |
123J.—(1) The Authority may revoke the authorisation of a corporation as an authorised benchmark administrator under section 123F(1) if —| (a) | there exists a ground on which the Authority must refuse an application under section 123F(5) or may refuse an application under section 123F(6); | | (b) | the corporation does not commence carrying out the activity of administering a designated benchmark within 12 months starting on the date on which it was granted the authorisation under section 123F(1); | | (c) | the corporation ceases to carry on a business of administering a designated benchmark in respect of a particular designated benchmark, or where it administers more than one designated benchmark, in respect of all of its designated benchmarks; | | (d) | where the corporation carries on a business of administering a designated benchmark only in respect of one designated benchmark, the Authority has withdrawn the designation of that designated benchmark under section 123C; | | (e) | the Authority has reason to believe that the corporation has not acted in the best interests of the users of the designated benchmark or any class of users of the designated benchmark; | | (f) | the Authority has reason to believe that the corporation, or any of its officers or employees, has not performed its or their duties efficiently, honestly or fairly; | | (g) | the corporation has contravened any condition or restriction applicable in respect of its authorisation, any written direction issued to it by the Authority under this Act, or any provision of this Act; | | (h) | it appears to the Authority that the corporation has failed to satisfy any of its obligations in compliance with, under or arising from —| (i) | this Act; or | | (ii) | any written direction issued by the Authority under this Act; |
| | (i) | the Authority has reason to believe that the corporation is carrying out the activity of administering a designated benchmark in a manner that is contrary to the interests of the public; | | (j) | the corporation has provided any information or document to the Authority that is false or misleading; | | (k) | the corporation fails to pay the annual fee mentioned in section 123I in the manner specified by the Authority; or | | (l) | a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation. [4/2017] [Act 18 of 2022 wef 31/07/2024] |
(2) The Authority may —| (a) | suspend the authorisation granted to an authorised benchmark administrator for a specific period instead of revoking it under subsection (1); and | | (b) | at any time extend or revoke the suspension. [4/2017] |
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| (3) Subject to subsection (4), the Authority may, upon a written application made to it by an authorised benchmark administrator, in such form and manner as the Authority may specify, withdraw the authorisation of the authorised benchmark administrator. [4/2017] |
(4) The Authority may refuse to withdraw the authorisation of an authorised benchmark administrator under subsection (3) where the Authority is of the opinion that —| (a) | there is any matter concerning the corporation which should be investigated before the authorisation is withdrawn; or | | (b) | the withdrawal of the authorisation would not be in the public interest. [4/2017] |
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(5) Subject to subsection (6), the Authority must not —| (a) | revoke the authorisation granted to an authorised benchmark administrator under subsection (1); | | (b) | suspend the authorisation granted to an authorised benchmark administrator under subsection (2); or | | (c) | refuse the withdrawal of the authorisation granted to an authorised benchmark administrator under subsection (4), |
| without giving the authorised benchmark administrator an opportunity to be heard. |
[4/2017] |
(6) The Authority may revoke or suspend the authorisation of a corporation as an authorised benchmark administrator without giving the corporation an opportunity to be heard on any of the following grounds:| (a) | the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; | | (b) | a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation; | | (c) | the corporation has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that the corporation had acted fraudulently or dishonestly; | | (d) | where the corporation carries on a business of administering a designated benchmark only in respect of one designated benchmark, the Authority has withdrawn the designation of that designated benchmark under section 123C; | | (e) | a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation. [4/2017] [Act 18 of 2022 wef 31/07/2024] |
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| (7) Any corporation that is aggrieved by a decision of the Authority made in relation to the corporation under subsection (1), (2) or (4) may, within 30 days after the corporation is notified of the decision, appeal to the Minister, whose decision is final. [4/2017] |
| (8) Despite the lodging of an appeal under subsection (7), any action taken by the Authority under this section continues to have effect pending the Minister’s decision. [4/2017] |
| (9) The Minister may, when deciding an appeal under subsection (7), make such modification as he or she considers necessary to any action taken by the Authority under this section, and such modified action has effect starting on the date of the Minister’s decision. [4/2017] |
(10) Any revocation, suspension or withdrawal of the authorisation of a corporation as an authorised benchmark administrator does not operate so as to —| (a) | avoid or affect any agreement, transaction or arrangement entered into by the corporation, whether the agreement, transaction or arrangement was entered into before, on or after the revocation, suspension or withdrawal of the authorisation; or | | (b) | affect any right, obligation or liability arising under any such agreement, transaction or arrangement. [4/2017] |
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| (11) The Authority must give notice in the Gazette of any revocation of authorisation under subsection (1), suspension of authorisation under subsection (2)(a), extension or revocation of suspension of authorisation under subsection (2)(b) or withdrawal of authorisation under subsection (3). [4/2017] |
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| Subdivision (2) — Exempt benchmark administrator |
| Power of Authority to exempt corporations from authorisation |
123K.—(1) The Authority may —| (a) | despite section 337(1), by regulations made under section 123ZZA exempt any corporation or class of corporations; or | | (b) | on the application of any corporation, by written notice, exempt the corporation, |
| from the requirement under section 123D(1) to be an authorised benchmark administrator. |
[4/2017] | (2) The Authority may require a corporation to provide it with such information or documents as the Authority considers necessary in relation to an application made under subsection (1)(b). [4/2017] |
(3) The Authority may by regulations, or by written notice, impose any conditions or restrictions on an exempt benchmark administrator in relation to its carrying out the activity of administering a designated benchmark or any related matter, including conditions or restrictions relating to —| (a) | the process for the determination of the designated benchmark; or | | (b) | any other activities that the corporation may undertake. [4/2017] |
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| (4) The Authority may, at any time, by written notice to an exempt benchmark administrator under subsection (1)(b), vary any condition or restriction mentioned in subsection (3) or impose any further condition or restriction relating to the exemption. [4/2017] |
| (5) The Authority must give notice in the Gazette of any exemption under subsection (1)(b). [4/2017] |
| (6) An exempt benchmark administrator must comply with such conditions or restrictions imposed on it under subsection (3) or (4). [4/2017] |
| (7) Any exempt benchmark administrator who contravenes any condition or restriction imposed under subsection (3) or (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. [4/2017] |
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| False statements in relation to application for exemption |
123L. Any person who, in connection with an application for exemption under section 123K(1)(b) —| (a) | without reasonable excuse, makes a statement which is false or misleading in a material particular; or | | (b) | without reasonable excuse, omits to state any matter or thing without which the application is misleading in a material respect, |
| shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. |
[4/2017] |
| Annual fees payable by exempt benchmark administrator |
| 123M.—(1) Every exempt benchmark administrator must pay to the Authority such annual fee as may be prescribed by regulations made under section 123ZZA, in such manner as the Authority may specify. [4/2017] | (2) Subject to subsection (3), the Authority may, where it considers appropriate, refund or remit the whole or part of any annual fee paid to it. [4/2017] |
(3) The Authority need not refund any annual fee paid if —| (a) | the exemption is revoked during the period in which the annual fee relates; | | (b) | the exempt benchmark administrator ceases to carry on a business of administering a designated benchmark during the period to which the annual fee relates; or | | (c) | a section 123ZZC prohibition order or an FSMA prohibition order has been made against the exempt benchmark administrator. [4/2017] [Act 18 of 2022 wef 31/07/2024] |
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| (4) Where an exempt benchmark administrator fails to pay the annual fee by the date on which such fee is due, the Authority may impose a late payment fee of an amount prescribed by regulations made under section 123ZZA for every day or part of a day that the payment is late and both fees are recoverable by the Authority as a judgment debt. [4/2017] |
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| Power to revoke exemption |
123N.—(1) The Authority may revoke any exemption granted to a corporation under section 123K(1) if —| (a) | the corporation does not commence carrying on a business of administering a designated benchmark in respect of a particular designated benchmark or, where it administers more than one designated benchmark, all of its designated benchmarks, within 12 months starting on the date on which it was granted the exemption; | | (b) | the corporation ceases to carry on a business of administering a designated benchmark or, where it administers more than one designated benchmark, all of its designated benchmarks; | | (c) | where the corporation carries on a business of administering a designated benchmark only in respect of one designated benchmark, the Authority has withdrawn the designation of that designated benchmark under section 123C; | | (d) | the corporation contravenes any condition or restriction relating to the exemption, any direction issued to it by the Authority under this Act, or any provision of this Act; | | (e) | the Authority is of the opinion that the corporation has carried out the activity of administering a designated benchmark in a manner that is contrary to the interests of a class, or classes, of users of a designated benchmark, or the interests of the public; | | (f) | the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; | | (g) | a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation; | | (h) | the corporation has been convicted, whether in Singapore or elsewhere, of an offence, involving fraud or dishonesty, or the conviction for which involved a finding that the corporation had acted fraudulently or dishonestly; | | (i) | the corporation has provided any information or document to the Authority that is false or misleading; | | (j) | the corporation fails to pay the annual fee mentioned in section 123M; or | | (k) | a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation. [4/2017] [Act 18 of 2022 wef 31/07/2024] |
| (2) Subject to subsection (3), the Authority must not revoke any exemption granted to a corporation under subsection (1) without giving the corporation an opportunity to be heard. [4/2017] |
(3) The Authority may revoke an exemption granted to a corporation on any of the following grounds without giving the corporation an opportunity to be heard:| (a) | the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; | | (b) | a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect, of any property of the corporation; | | (c) | the corporation has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that the corporation had acted fraudulently or dishonestly; | | (d) | where the corporation carries on a business of administering a designated benchmark only in respect of one designated benchmark, the Authority has withdrawn the designation of that designated benchmark under section 123C; | | (e) | a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation. [4/2017] [Act 18 of 2022 wef 31/07/2024] |
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| (4) Any corporation that is aggrieved by a decision of the Authority made in relation to the corporation under subsection (1) may, within 30 days after the corporation is notified of the decision, appeal to the Minister whose decision is final. [4/2017] |
| (5) Despite the lodging of an appeal under subsection (4), any action taken by the Authority under this section continues to have effect pending the Minister’s decision. [4/2017] |
| (6) The Minister may, when deciding an appeal under subsection (4), make such modification as he or she considers necessary to any action taken by the Authority under this section, and such modified action has effect starting on the date of the Minister’s decision. [4/2017] |
(7) Any revocation of an exemption granted to any corporation does not operate so as to —| (a) | avoid or affect any agreement, transaction or arrangement entered into by the corporation, whether the agreement, transaction or arrangement was entered into before, on or after the revocation of the exemption; or | | (b) | affect any right, obligation or liability arising under any such agreement, transaction or arrangement. [4/2017] |
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| (8) The Authority must give notice in the Gazette of any revocation of an exemption mentioned in subsection (1). [4/2017] |
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| Subdivision (3) — Code on designated benchmark |
| Code on designated benchmark |
123O.—(1) For the effective administration and control of designated benchmarks, every authorised benchmark administrator and exempt benchmark administrator must —| (a) | prepare and issue (in the manner specified by the Authority) a code in respect of each designated benchmark in respect of which it carries on a business of administering a designated benchmark (called in this Act a code on designated benchmark) that —| (i) | sets out the standards to be maintained by every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter, in relation to that designated benchmark; and | | (ii) | complies with subsection (2); and |
| | (b) | obtain the Authority’s written approval for the code on designated benchmark before that code on designated benchmark is issued. [4/2017] |
| (2) A code on designated benchmark must deal with such matters as may be prescribed by regulations made under section 123ZZA or as may be specified by written notice to the authorised benchmark administrator or exempt benchmark administrator. [4/2017] |
(3) Every authorised benchmark administrator and exempt benchmark administrator must not amend a code on designated benchmark unless the authorised benchmark administrator and exempt benchmark administrator (as the case may be) —| (a) | complies with such requirements as may be prescribed by regulations made under section 123ZZA; | | (b) | complies with such conditions or restrictions which the Authority may by written notice impose; and | | (c) | obtains the Authority’s written approval to do so. [4/2017] |
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(4) In this section, the reference to an amendment to a code on designated benchmark is to be construed as a reference to a change to any of the following:| (a) | the scope of the code on designated benchmark; | | (b) | any requirement, obligation or restriction under the code on designated benchmark, |
| whether the change is made by an alteration to the text of the code on designated benchmark, or by any other notice issued by or on behalf of the authorised benchmark administrator or exempt benchmark administrator (as the case may be) modifying the meaning or interpretation of the code on designated benchmark. |
[4/2017] |
(5) Every authorised benchmark administrator and exempt benchmark administrator must, in respect of each code on designated benchmark that it issues —| (a) | ensure that the code on designated benchmark takes into account the practices and developments in the market; and | | (b) | enforce compliance with the code on designated benchmark. [4/2017] |
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| (6) Every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter must, in respect of its business or activity of providing information in relation to a designated benchmark, comply with the code on designated benchmark issued by the authorised benchmark administrator or exempt benchmark administrator, as the case may be. [4/2017] |
| (7) Without affecting section 123ZL, every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter must have systems and controls in place to ensure compliance with each code on designated benchmark that it is required to comply with under subsection (6). [4/2017] |
| (8) Any authorised benchmark administrator or exempt benchmark administrator which contravenes subsection (1), (2), (3) or (5) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. [4/2017] |
| (9) Any authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter which contravenes subsection (7) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [4/2017] |
| (10) Despite subsection (6), a failure of any authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter to comply with a code on designated benchmark does not of itself render that authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter (as the case may be) liable to criminal proceedings but any such failure may be relied upon by any party in any proceedings (whether civil or criminal) as tending to establish or negate any liability which is in question in those proceedings. [4/2017] |
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Subdivision (4) — Obligations of authorised benchmark
administrators and exempt benchmark administrators |
123P.—(1) Every authorised benchmark administrator and exempt benchmark administrator must, for every designated benchmark in respect of which it carries on a business of administering a designated benchmark —| (a) | manage any risks associated with its business and operations prudently; | | (b) | ensure that the systems and controls concerning its performing the activity of administering a designated benchmark are adequate and appropriate for the scale and nature of its operations; | | (c) | have sufficient financial, human and system resources —| (i) | to carry on a business of administering a designated benchmark; and | | (ii) | to meet contingencies or disasters; |
| | (d) | maintain governance arrangements that are adequate for the designated benchmark to be determined in a fair and efficient manner; and | | (e) | ensure that it appoints or employs fit and proper persons as its chairperson, chief executive officer, directors and key management officers. [4/2017] |
| (2) In subsection (1)(c), “contingencies or disasters” includes technical disruptions occurring within automated systems. [4/2017] |
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| Obligation to notify Authority of certain matters |
123Q.—(1) Every authorised benchmark administrator and exempt benchmark administrator must, as soon as practicable after the occurrence of any of the following circumstances, notify the Authority of the circumstance:| (a) | any material change to the information provided by the authorised benchmark administrator or the exempt benchmark administrator, in its application under section 123E(1) or 123K(1)(b) respectively; | | (b) | the carrying on of any business (called in this section a proscribed business) by the authorised benchmark administrator or exempt benchmark administrator (as the case may be) other than such business or such class of businesses as the Authority may prescribe by regulations made under section 123ZZA; | | (c) | the acquisition by the authorised benchmark administrator or exempt benchmark administrator (as the case may be) of a substantial shareholding in a corporation (called in this section a proscribed corporation) that carries on any business other than such business or such class of businesses as the Authority may prescribe by regulations made under section 123ZZA; | | (d) | any failure of an authorised benchmark submitter, an exempt benchmark submitter or a designated benchmark submitter (as the case may be) to comply with the code on designated benchmark of the authorised benchmark administrator or exempt benchmark administrator; | | (e) | any other matter that the Authority may —| (i) | prescribe by regulations made under section 123ZZA for the purposes of this paragraph; or | | (ii) | specify by written notice, to the authorised benchmark administrator or exempt benchmark administrator, as the case may be. [4/2017] |
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(2) Without limiting section 123ZZB(1), the Authority may, at any time after receiving a notification mentioned in subsection (1), issue directions to the authorised benchmark administrator or exempt benchmark administrator (as the case may be) —| (a) | where the notice relates to a matter mentioned in subsection (1)(b) —| (i) | to cease carrying on the proscribed business; or | | (ii) | to carry on the proscribed business subject to such conditions or restrictions as the Authority may impose; or |
| | (b) | where the notice relates to a matter mentioned in subsection (1)(c) —| (i) | to dispose all or any part of its shareholding in the proscribed corporation within such time and subject to such conditions as specified in the directions; or | | (ii) | to exercise or not to exercise its rights relating to such shareholding subject to such conditions or restrictions as the Authority may impose, if the Authority is of the opinion that such exercise or non‑exercise of rights is in the interests of a class, or classes, of users of a designated benchmark, or in the interests of the public or a section of the public. [4/2017] |
|
|
| (3) An authorised benchmark administrator or an exempt benchmark administrator must comply with every direction issued to it under subsection (2) despite anything to the contrary in the Companies Act 1967 or any other law. [4/2017] |
| (4) An authorised benchmark administrator or an exempt benchmark administrator must notify the Authority of any matter that the Authority may prescribe by regulations made under section 123ZZA for the purposes of this subsection, no later than such time as the Authority may prescribe by those regulations. [4/2017] |
| (5) An authorised benchmark administrator or an exempt benchmark administrator must notify the Authority of any matter that the Authority may specify by written notice to the authorised benchmark administrator or an exempt benchmark administrator (as the case may be) no later than such time as the Authority may specify in that notice. [4/2017] |
|
| Obligation to maintain proper records |
123R.—(1) Every authorised benchmark administrator and exempt benchmark administrator must maintain a record of the following in respect of a designated benchmark administered by it:| (a) | all information or expressions of opinion used for the purposes of determining the designated benchmark; | | (b) | the manner in which the formula or other methods of calculation is applied to the information or expressions of opinion mentioned in paragraph (a) in determining the designated benchmark; | | (c) | such other matters as the Authority may prescribe by regulations made under section 123ZZA. [4/2017] |
| (2) The record mentioned in subsection (1) must be kept for such period, and in such form and manner, as may be prescribed by regulations made under section 123ZZA. [4/2017] |
|
| Obligation to submit periodic reports |
| 123S. Every authorised benchmark administrator and exempt benchmark administrator must submit to the Authority such reports in such form, manner and frequency as the Authority may prescribe by regulations made under section 123ZZA. [4/2017] |
| Notification of change of particulars |
123T. Where —| (a) | an authorised benchmark administrator or exempt benchmark administrator ceases to carry on a business of administering a designated benchmark; or | | (b) | a change occurs in any matter records of which are required by section 123U(1) to be kept in relation to the authorised benchmark administrator or exempt benchmark administrator, |
| the authorised benchmark administrator or exempt benchmark administrator (as the case may be) must, not later than 14 days after the occurrence of the event, provide particulars of the event to the Authority in the form and manner prescribed by regulations made under section 123ZZA. |
[4/2017] |
| Records of authorised benchmark administrators and exempt benchmark administrators |
123U.—(1) The Authority must keep records of every authorised benchmark administrator and exempt benchmark administrator, setting out the following information of each authorised benchmark administrator and exempt benchmark administrator:| (a) | the name of the authorised benchmark administrator or exempt benchmark administrator; | | (b) | the address of the principal place at which the authorised benchmark administrator or exempt benchmark administrator carries on a business of administering a designated benchmark; | | (c) | where the business is carried on under a name or style other than the name of the authorised benchmark administrator or exempt benchmark administrator (as the case may be) the name or style under which the business is carried on; | | (d) | such other information as may be prescribed by regulations made under section 123ZZA. [4/2017] |
| (2) The Authority may publish the information mentioned in subsection (1) or any part of that information in any form and manner. [4/2017] |
|
| Obligation to assist Authority |
123V. Every authorised benchmark administrator and exempt benchmark administrator must provide such assistance to the Authority as the Authority may require for the performance of the functions and duties of the Authority, including —| (a) | the submission of returns; and | | (b) | the provision of books and information —| (i) | relating to the business of the authorised benchmark administrator or exempt benchmark administrator, as the case may be; or | | (ii) | in respect of a designated benchmark administered by it. [4/2017] |
|
|
| Penalties under this Subdivision |
| 123W. Any authorised benchmark administrator or exempt benchmark administrator which contravenes section 123P, 123Q, 123R, 123S, 123T or 123V shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction. [4/2017] |
| Subdivision (5) — Matters requiring approval of Authority |
| Approval of chief executive officer and director of authorised benchmark administrator |
123X.—(1) Subject to subsection (3), an authorised benchmark administrator must not —| (a) | appoint a person as its chief executive officer or director; or | | (b) | change the nature of the appointment of a person as a director from one that is non‑executive to one that is executive, |
| unless the authorised benchmark administrator has obtained the approval of the Authority. |
[4/2017] | (2) Where an authorised benchmark administrator has obtained the approval of the Authority to appoint a person as its chief executive officer or director under subsection (1)(a), the person may be re‑appointed as chief executive officer or director (as the case may be) of the authorised benchmark administrator immediately upon the expiry of the earlier term without the approval of the Authority. [4/2017] |
(3) Subsection (1) does not apply to the appointment of a person as a director of a foreign company, or the change in the nature of the appointment of a person as a director of a foreign company if, at the time of the appointment or change, the person —| (a) | does not reside in Singapore; and | | (b) | is not directly responsible for its carrying out the activity of administering a designated benchmark or any part of the activity of administering a designated benchmark. [4/2017] |
|
| (4) Without affecting any other matter that the Authority may consider relevant, the Authority may, in determining whether to grant its approval under subsection (1), have regard to such criteria as may be prescribed by regulations made under section 123ZZA or notified to the authorised benchmark administrator. [4/2017] |
| (5) Subject to subsection (6), the Authority must not refuse an application for approval under subsection (1) without giving the authorised benchmark administrator an opportunity to be heard. [4/2017] |
(6) The Authority may refuse an application for approval under subsection (1) on any of the following grounds without giving the authorised benchmark administrator an opportunity to be heard:| (a) | the person is an undischarged bankrupt, whether in Singapore or elsewhere; | | (b) | a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the person; [Act 18 of 2022 wef 31/07/2024] | | (c) | the person has been convicted, whether in Singapore or elsewhere, of an offence —| (i) | involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly; and | | (ii) | punishable with imprisonment for a term of 3 months or more. [4/2017] |
|
|
| (7) Where the Authority refuses an application for approval under subsection (1), the Authority need not give the person who was proposed to be appointed an opportunity to be heard. [4/2017] |
| (8) Without affecting the Authority’s power to impose conditions or restrictions under section 123F(2), the Authority may, at any time by written notice to the authorised benchmark administrator, impose on it a condition requiring it to notify the Authority of a change to any specified attribute (such as residence and nature of appointment) of its chief executive officer or director, and vary any such condition. [4/2017] |
| (9) Any authorised benchmark administrator which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction. [4/2017] |
| (10) Any authorised benchmark administrator which contravenes any condition imposed under subsection (8) shall be guilty of an offence. [4/2017] |
|
| Removal of officer of authorised benchmark administrator |
123Y.—(1) Despite the provisions of any other written law —| (a) | an authorised benchmark administrator must not, without the prior written consent of the Authority, permit a person to act as its executive officer; and | | (b) | an authorised benchmark administrator that is incorporated in Singapore must not, without the prior written consent of the Authority, permit a person to act as its director, |
| (c) | has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 8 October 2018, being an offence —| (i) | involving fraud or dishonesty; | | (ii) | the conviction for which involved a finding that he or she had acted fraudulently or dishonestly; or | | (iii) | that is specified in the Third Schedule to the Registration of Criminals Act 1949; |
| | (d) | is an undischarged bankrupt, whether in Singapore or elsewhere; | | (e) | has had an enforcement order against him or her in respect of a judgment debt returned unsatisfied in whole or in part; [Act 25 of 2021 wef 01/04/2022] | | (f) | has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his or her creditors, being a compromise or scheme of arrangement that is still in operation; | | (g) | has had a related Acts prohibition order, a section 101A prohibition order, a section 123ZZC prohibition order or an FSMA prohibition order made against him or her that remains in force; or [Act 18 of 2022 wef 31/07/2024] | | (h) | has been a director of, or directly concerned in the management of, a regulated financial institution, whether in Singapore or elsewhere —| (i) | which is being or has been wound up by a court; or | | (ii) | 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. [4/2017] |
|
(2) Despite the provisions of any other written law, where the Authority is satisfied that a director of an authorised benchmark administrator that is incorporated in Singapore, or an executive officer of an authorised benchmark administrator —| (a) | has wilfully contravened or wilfully caused the authorised benchmark administrator to contravene any provision of this Act; | | (b) | has, without reasonable excuse, failed to secure the compliance of the authorised benchmark administrator with this Act, the Monetary Authority of Singapore Act 1970 or any of the written laws set out in the Schedule to that Act; or | | (c) | has failed to discharge any of the duties of his or her office, |
| the Authority may, if it thinks it necessary in the interests of the public or a section of the public, or a class or classes of users of a designated benchmark, by written notice to the authorised benchmark administrator, direct the authorised benchmark administrator to remove the director or executive officer (as the case may be) from his or her office or employment within such period as the Authority may specify in the notice, and the authorised benchmark administrator must comply with the notice. |
[4/2017] |
| (3) Without affecting any other matter that the Authority may consider relevant, the Authority may, when determining whether a director or an executive officer of an authorised benchmark administrator has failed to discharge the duties of his or her office for the purposes of subsection (2)(c), have regard to such criteria as may be prescribed by regulations made under section 123ZZA or notified to the authorised benchmark administrator. [4/2017] |
| (4) The Authority must not direct an authorised benchmark administrator to remove a person from the person’s office under subsection (2) without giving the authorised benchmark administrator an opportunity to be heard. [4/2017] |
| (5) Where the Authority directs an authorised benchmark administrator to remove a person from the person’s office or employment under subsection (2), the Authority need not give that person an opportunity to be heard. [4/2017] |
(6) No criminal or civil liability is incurred by —| (a) | an authorised benchmark administrator; or | | (b) | any person acting on behalf of an authorised benchmark administrator, |
| 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 its obligations under this section. |
[4/2017] |
| (7) Any authorised benchmark administrator which contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. [4/2017] |
| (8) [Deleted by Act 12 of 2024 wef 30/08/2024] |
|
| Control of take‑over of authorised benchmark administrator |
| 123Z.—(1) This section applies to all individuals whether resident in Singapore or not and whether citizens of Singapore or not, and to all bodies corporate or unincorporate, whether incorporated or carrying on business in Singapore or not. [4/2017] | (2) A person must not enter into any arrangement in relation to shares in an authorised benchmark administrator that is a company by virtue of which the person would, if the arrangement is carried out, obtain effective control of the authorised benchmark administrator, unless the person has obtained the prior approval of the Authority to the person’s entering into the arrangement. [4/2017] |
(3) An application for the Authority’s approval under subsection (2) must be made in writing, and the Authority may approve the application if the Authority is satisfied that —| (a) | the applicant is a fit and proper person to have effective control of the authorised benchmark administrator; | | (b) | having regard to the applicant’s likely influence, the authorised benchmark administrator is likely to continue to carry on a business of administering a designated benchmark prudently and comply with the provisions of this Act and directions made thereunder; and | | (c) | the applicant satisfies such other criteria as may be prescribed by regulations made under section 123ZZA or as the Authority may specify in written directions. [4/2017] |
|
(4) Any approval under subsection (3) may be granted to the applicant subject to such conditions as the Authority may determine, including any condition —| (a) | restricting the applicant’s disposal or further acquisition of shares or voting power in the authorised benchmark administrator; or | | (b) | restricting the applicant’s exercise of voting power in the authorised benchmark administrator, |
| and the applicant must comply with such conditions. |
[4/2017] |
| (5) Any condition imposed under subsection (4) has effect despite any provision of the Companies Act 1967 or anything contained in the constitution of the authorised benchmark administrator. [4/2017] |
(6) For the purposes of this section and section 123ZA —| (a) | a reference to a person entering into an arrangement in relation to shares includes —| (i) | entering into an agreement or any formal or informal scheme, arrangement or understanding, to acquire those shares; | | (ii) | making or publishing a statement, however expressed, that expressly or impliedly invites the holder of those shares to offer to dispose of the holder’s shares to the first person; | | (iii) | the first person obtaining a right to acquire shares under an option, or to have shares transferred to the first person or to the first person’s order, whether the right is exercisable presently or in the future and whether on fulfilment of a condition or not; and | | (iv) | becoming a trustee of a trust in respect of those shares; |
| | (b) | a person is regarded as obtaining effective control of the authorised benchmark administrator by virtue of an arrangement if the person alone or acting together with any connected person would, if the arrangement is carried out —| (i) | acquire or hold, directly or indirectly, 20% or more of the issued share capital of the authorised benchmark administrator; or | | (ii) | control, directly or indirectly, 20% or more of the voting power in the authorised benchmark administrator; and |
| | (c) | a reference to the voting power in the authorised benchmark administrator is a reference to the total number of votes that may be cast in a general meeting of the authorised benchmark administrator. [4/2017] |
|
| (7) Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both. [4/2017] |
|
| Objection to control of authorised benchmark administrator |
123ZA.—(1) The Authority may serve a written notice of objection on —| (a) | any person required to obtain the Authority’s approval or who has obtained the approval under section 123Z; or | | (b) | any person who, whether before, on or after 8 October 2018, either alone or together with any connected person, holds, directly or indirectly, 20% or more of the issued share capital of the authorised benchmark administrator or controls, directly or indirectly, 20% or more of the voting power in the authorised benchmark administrator, |
| if the Authority is satisfied that — |
| (c) | any condition of approval imposed on the person under section 123Z(4) has not been complied with; | | (d) | the person is not or ceases to be a fit and proper person to have effective control of the authorised benchmark administrator; | | (e) | having regard to the likely influence of the person, the authorised benchmark administrator is not able to or is no longer likely to conduct the activity of administering a designated benchmark prudently or to comply with the provisions of this Act or any direction made thereunder; | | (f) | the person does not or ceases to satisfy such criteria as may be prescribed by regulations made under section 123ZZA; | | (g) | the person has provided false or misleading information or documents in connection with an application under section 123Z; or | | (h) | the Authority would not have granted its approval under section 123Z had it been aware, at that time, of circumstances relevant to the person’s application for such approval. [4/2017] |
(2) The Authority must not serve a notice of objection on any person without giving the person an opportunity to be heard, except in the following circumstances:| (a) | the person is in the course of being wound up or otherwise dissolved or, in the case of an individual, is an undischarged bankrupt whether in Singapore or elsewhere; | | (b) | a receiver, a receiver and manager, a judicial manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the person; | | (c) | a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the person; [Act 18 of 2022 wef 31/07/2024] | | (d) | the person has been convicted, whether in Singapore or elsewhere, of any offence involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly. [4/2017] |
|
(3) The Authority must, in any written notice of objection, specify a reasonable period within which the person to be served the written notice of objection must —| (a) | take such steps as are necessary to ensure that the person ceases to be a party to the arrangement described in section 123Z(2), ceases to hold 20% or more of the issued share capital of the authorised benchmark administrator in the manner described in subsection (1)(b), or ceases to control 20% or more of the voting power in the authorised benchmark administrator in the manner described in subsection (1)(b); or | | (b) | comply with such other requirements as the Authority may specify in written directions. [4/2017] |
|
| (4) Any person served with a notice of objection under this section must comply with the notice. [4/2017] |
| (5) Any person who contravenes subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both. [4/2017] |
|
123ZB. Any authorised benchmark administrator who is aggrieved by —| (a) | the refusal of the Authority to grant an approval to the authorised benchmark administrator to appoint a person as its chief executive officer or director; or | | (b) | the direction of the Authority to the authorised benchmark administrator to remove an officer from office or employment, |
| may within 30 days after it is notified of the decision of the Authority, appeal to the Minister whose decision is final. |
[4/2017] |
Division 3 — Benchmark Submitters of Designated
Benchmarks |
| Subdivision (1) — Authorised benchmark submitter |
| Requirement for authorisation |
123ZC.—(1) Subject to section 123ZH(1), no person may, as principal or agent, carry on a business or activity of providing information in relation to a designated benchmark unless the person is —| (a) | an authorised benchmark submitter; or | | (b) | a designated benchmark submitter. [4/2017] |
| (2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 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 $15,000 for every day or part of a day during which the offence continues after conviction. [4/2017] |
|
| Application for authorisation |
| 123ZD.—(1) A corporation may apply to the Authority to be authorised as an authorised benchmark submitter. [4/2017] (2) An application made under subsection (1) must be —| (a) | made in such form and manner as the Authority may specify; and | | (b) | accompanied by a non‑refundable application fee of an amount prescribed by regulations made under section 123ZZA, which must be paid in the manner specified by the Authority. [4/2017] |
|
| (3) The Authority may require an applicant to provide it with such information or documents as the Authority considers necessary in relation to the application. [4/2017] |
|
| Power of Authority to authorise benchmark submitters |
| 123ZE.—(1) Where a corporation mentioned in section 123ZD(1) has made an application under that provision, the Authority may authorise the corporation as an authorised benchmark submitter. [4/2017] | (2) The Authority may authorise a corporation as an authorised benchmark submitter under subsection (1) subject to such conditions or restrictions as the Authority may impose by written notice, including conditions or restrictions, either of a general or specific nature, relating to the activities that the corporation may undertake. [4/2017] |
| (3) The Authority may, at any time, by written notice to the authorised benchmark submitter, vary any condition or restriction or impose any further condition or restriction. [4/2017] |
| (4) An authorised benchmark submitter must, for the duration of the authorisation, satisfy every condition or restriction that may be imposed on it under subsections (2) and (3). [4/2017] |
(5) Subject to regulations made under this Act, the Authority may refuse to authorise a corporation as an authorised benchmark submitter if —| (a) | the corporation has not provided the Authority with such information, as the Authority may require, relating to —| (i) | the corporation or any person employed by or associated with the corporation for the purposes of the corporation’s business or operations; or | | (ii) | any circumstances likely to affect the corporation’s manner of conducting business or operations; |
| | (b) | any information or document provided by the corporation to the Authority is false or misleading; | | (c) | the corporation or a substantial shareholder of the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; | | (d) | an enforcement order against the corporation or a substantial shareholder of the corporation in respect of a judgment debt has been returned unsatisfied in whole or in part; [Act 25 of 2021 wef 01/04/2022] | | (e) | a receiver, a receiver and manager, judicial manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation or a substantial shareholder of the corporation; | | (f) | the corporation or a substantial shareholder of the corporation has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with the creditors of the corporation or substantial shareholder (as the case may be) being a compromise or scheme of arrangement that is still in operation; | | (g) | the corporation, a substantial shareholder of the corporation or any officer of the corporation —| (i) | has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 8 October 2018, involving fraud or dishonesty or the conviction for which involved a finding that the corporation, shareholder or officer (as the case may be) had acted fraudulently or dishonestly; or | | (ii) | has been convicted of an offence under this Act committed before, on or after 8 October 2018; |
| | (h) | the corporation fails to satisfy the Authority that the corporation is a fit and proper person or that all of its officers, employees and substantial shareholders are fit and proper persons; | | (i) | the Authority has reason to believe that the corporation may not be able to act in the best interests of a class or classes of users of the designated benchmark having regard to the reputation, character, financial integrity and reliability of the corporation or its officers, employees or substantial shareholders; | | (j) | the Authority is not satisfied as to —| (i) | the financial standing of the corporation or any of its substantial shareholders; or | | (ii) | the manner in which the business of the corporation is to be conducted, or the operations of the corporation are to be conducted, in relation to the activity of providing information in relation to a designated benchmark; |
| | (k) | the Authority is not satisfied as to the record of past performance or expertise of the corporation in providing information in relation to a designated benchmark, having regard to the nature of the business or operations which the corporation may carry on or conduct in connection with providing information in relation to a designated benchmark; | | (l) | there are other circumstances which are likely to —| (i) | lead to improper conduct of business or operations by the corporation or any of its officers, employees or substantial shareholders; or | | (ii) | reflect discredit on the manner of conducting the business or operations of the corporation or any of its substantial shareholders; |
| | (m) | the Authority has reason to believe that the corporation will not carry on a business or activity of providing information in relation to a designated benchmark efficiently, honestly or fairly, or that any of the officers or employees of the corporation will not act efficiently, honestly or fairly in relation to such business; | | (n) | the Authority is of the opinion that it would be contrary to the interests of the public to authorise the corporation as an authorised benchmark submitter; or | | (o) | a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation. [4/2017] [Act 18 of 2022 wef 31/07/2024] |
|
| (6) Subject to subsection (7), the Authority must not refuse to authorise a corporation as an authorised benchmark submitter without giving the corporation an opportunity to be heard. [4/2017] |
(7) The Authority may refuse to authorise a corporation as an authorised benchmark submitter on any of the following grounds without giving the corporation an opportunity to be heard:| (a) | the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; | | (b) | a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the corporation; | | (c) | the corporation has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 8 October 2018, involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly; | | (d) | a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation. [4/2017] [Act 18 of 2022 wef 31/07/2024] |
|
| (8) Any corporation that is aggrieved by a refusal of the Authority to grant an authorisation under subsection (1) may, within 30 days after the corporation is notified of the refusal, appeal to the Minister whose decision is final. [4/2017] |
| (9) Any authorised benchmark submitter that contravenes subsection (4) shall be guilty of an offence. [4/2017] |
|
| False statements in relation to application for authorisation |
123ZF. Any person who, in connection with an application for authorisation as an authorised benchmark submitter —| (a) | without reasonable excuse, makes a statement which is false or misleading in a material particular; or | | (b) | without reasonable excuse, omits to state any matter or thing without which the application is misleading in a material respect, |
| shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. |
[4/2017] |
| Revocation, suspension or withdrawal of authorisation |
123ZG.—(1) The Authority may revoke the authorisation of a corporation as an authorised benchmark submitter under section 123ZE(1) if —| (a) | there exists a ground on which the Authority may refuse an application under section 123ZE(5); | | (b) | the corporation does not commence providing information in relation to a designated benchmark within 12 months starting on the date on which it was granted the authorisation under section 123ZE(1); | | (c) | the corporation ceases to carry on a business or activity of providing information in relation to a designated benchmark; | | (d) | where the corporation carries on a business or activity of providing information in relation to a designated benchmark, the Authority has withdrawn the designation of that designated benchmark under section 123C; | | (e) | where the corporation carries on a business or activity of providing information in relation to a designated benchmark in respect of more than one designated benchmark, the Authority has withdrawn the designation of all of those designated benchmarks under section 123C; | | (f) | the Authority has reason to believe that the corporation, or any of its officers or employees, has not performed its or their duties efficiently, honestly or fairly; | | (g) | the corporation has contravened any condition or restriction applicable in respect of its authorisation, any written direction issued to it by the Authority under this Act, or any provision of this Act, or has failed to comply with any principle or rule under the code on designated benchmark of the authorised benchmark administrator or exempt benchmark administrator to which it provides information; | | (h) | it appears to the Authority that the corporation has failed to satisfy any of its obligations in compliance with, under or arising from —| (i) | this Act; or | | (ii) | any written direction issued by the Authority under this Act; |
| | (i) | the Authority has reason to believe that the corporation is carrying on a business or activity of providing information in relation to a designated benchmark in a manner that is contrary to the interests of the public or a section of the public; | | (j) | the corporation has provided any information or document to the Authority that is false or misleading; or | | (k) | a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation. [4/2017] [Act 18 of 2022 wef 31/07/2024] |
(2) The Authority may —| (a) | suspend the authorisation granted to an authorised benchmark submitter for a specific period instead of revoking it under subsection (1); and | | (b) | at any time extend or revoke the suspension. [4/2017] |
|
| (3) Subject to subsection (4), the Authority, may upon a written application made to it by an authorised benchmark submitter, in such form and manner as the Authority may specify, withdraw the authorisation of the authorised benchmark submitter. [4/2017] |
(4) The Authority may refuse to withdraw the authorisation of an authorised benchmark submitter under subsection (3) where the Authority is of the opinion that —| (a) | there is any matter concerning the corporation which should be investigated before the authorisation is withdrawn; or | | (b) | the withdrawal of the authorisation would not be in the public interest. [4/2017] |
|
(5) Subject to subsection (6), the Authority must not —| (a) | revoke the authorisation granted to an authorised benchmark submitter under subsection (1); | | (b) | suspend the authorisation granted to an authorised benchmark submitter under subsection (2); or | | (c) | refuse the withdrawal of the authorisation granted to an authorised benchmark submitter under subsection (4), |
| without giving the authorised benchmark submitter an opportunity to be heard. |
[4/2017] |
(6) The Authority may revoke or suspend the authorisation of a corporation as an authorised benchmark submitter without giving the corporation an opportunity to be heard on any of the following grounds:| (a) | the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; | | (b) | a receiver, a receiver and manager or an equivalent person has been appointed, whether in Singapore or elsewhere, for or in respect of any property of the corporation; | | (c) | the corporation has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly; | | (d) | the Authority has withdrawn the designation of the designated benchmark under section 123C; | | (e) | a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation. [4/2017] [Act 18 of 2022 wef 31/07/2024] |
|
| (7) Any corporation that is aggrieved by a decision of the Authority made in relation to the corporation under subsection (1), (2) or (4) may, within 30 days after the corporation is notified of the decision, appeal to the Minister whose decision is final. [4/2017] |
| (8) Despite the lodging of an appeal under subsection (7), any action taken by the Authority under this section continues to have effect pending the Minister’s decision. [4/2017] |
| (9) The Minister may, when deciding an appeal under subsection (7), make such modification as he or she considers necessary to any action taken by the Authority under this section, and such modified action has effect starting on the date of the Minister’s decision. [4/2017] |
|
| Subdivision (2) — Exempt benchmark submitter |
| Exemptions from requirement to be authorised as authorised benchmark submitter |
123ZH.—(1) The following persons are exempt from section 123ZC(1):| (a) | any bank licensed under the Banking Act 1970; | | (b) | any merchant bank licensed under the Banking Act 1970; | | (c) | any finance company licensed under the Finance Companies Act 1967; | | (d) | any company or co‑operative society licensed under the Insurance Act 1966; | | (e) | any approved exchange, recognised market operator or approved holding company; | | (f) | any approved clearing house or recognised clearing house; | | (g) | any holder of a capital markets services licence; | | (h) | any authorised benchmark administrator; | | (i) | any financial adviser licensed under the Financial Advisers Act 2001; | | (j) | such other person or class of persons as the Authority may exempt by regulations made under section 337. [4/2017; 1/2020] |
| (2) The Authority may by regulations made under section 123ZZA or by written notice impose conditions or restrictions on an exempt person in relation to the business or activity of providing information in relation to a designated benchmark or any related matter and the exempt person must comply with such conditions or restrictions. [4/2017] |
| (3) Any exempt person who contravenes any condition or restriction imposed under subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [4/2017] |
(4) The Authority may revoke an exemption granted to any person under this section —| (a) | if the person contravenes any provision of this Act which is applicable to it or any condition or restriction imposed on it under subsection (2); | | (b) | if the person contravenes any direction issued to it under section 123ZZB; | | (c) | if the person has failed to comply with any principle or rule under the code on designated benchmark; | | (d) | where the person carries on a business or activity of providing information in relation to a particular designated benchmark, if the Authority has withdrawn the designation of that designated benchmark under section 123C; | | (e) | where the person carries on a business or activity of providing information in relation to a designated benchmark in respect of more than one designated benchmark, the Authority has withdrawn the designation of all of those designated benchmarks under section 123C; or | | (f) | if the Authority considers that the person is carrying on a business or activity of providing information in relation to a designated benchmark in a manner that is, in the opinion of the Authority, contrary to the interests of a class, or classes, of users of a designated benchmark, or the interests of the public. [4/2017] |
|
| (5) Where the Authority revokes an exemption granted to any person under this section, the Authority need not give the person an opportunity to be heard. [4/2017] |
| (6) A person who is aggrieved by a decision of the Authority made under subsection (4) may, within 30 days after it is notified of the decision of the Authority, appeal to the Minister whose decision is final. [4/2017] |
|
| Subdivision (3) — Designated benchmark submitter |
| Power of Authority to designate benchmark submitters |
123ZI.—(1) The Authority may, by order in the Gazette, designate any of the following persons as a designated benchmark submitter in relation to a designated benchmark:| (a) | a bank licensed under the Banking Act 1970; | | (b) | a recognised market operator; | | (c) | a holder of a capital markets services licence; | | (d) | an exempt person; | | (e) | a person who belongs to such class of persons which is prescribed by regulations made under section 123ZZA, being a class of persons that the Authority believes on reasonable grounds is capable of providing information in relation to a designated benchmark. [4/2017] |
(2) For the purposes of subsection (1), in deciding whether to designate a person as a designated benchmark submitter in respect of a designated benchmark, the Authority must have regard to —| (a) | the robustness of the designated benchmark; | | (b) | the extent to which the information or expressions of opinion which the person is able to provide in relation to the designated benchmark is or is likely to be necessary for the functionality of the market or markets in which the designated benchmark is used for reference; | | (c) | the size and extent of the person’s actual and potential participation in the market that the designated benchmark seeks to measure, and the extent to which such actual or potential participation is or is likely to be material to the determination of the designated benchmark; | | (d) | the quality of the information or expressions of opinion which the person is able to provide to enable an authorised benchmark administrator or exempt benchmark administrator to determine the designated benchmark; | | (e) | the selection criteria of the authorised benchmark administrator or exempt benchmark administrator, in relation to the benchmark submitters of a designated benchmark; and | | (f) | such other factors as the Authority considers relevant. [4/2017] |
|
| (3) The Authority must not exercise its powers under subsection (1) without giving the person concerned an opportunity to be heard. [4/2017] |
| (4) A person who is aggrieved by the exercise of the Authority’s powers under subsection (1) may, within 30 days after the date the order under subsection (1) is published, appeal to the Minister whose decision is final. [4/2017] |
| (5) Despite the lodging of an appeal under subsection (4), a person designated by the Authority under subsection (1) is treated as a designated benchmark submitter pending the Minister’s decision. [4/2017] |
| (6) A designated benchmark submitter is not obliged to disclose any information to an authorised benchmark administrator or exempt benchmark administrator if the designated benchmark submitter is prohibited by any written law from disclosing such information. [4/2017] |
| (7) The Authority may, by order in the Gazette, withdraw the designation of any designated benchmark submitter at any time if the Authority is of the opinion that the considerations in subsection (2) are no longer valid or satisfied. [4/2017] |
|
| Obligation to provide information for purposes of determining designated benchmark |
| 123ZJ.—(1) Every designated benchmark submitter must provide to the authorised benchmark administrator or exempt benchmark administrator in respect of a designated benchmark such information or expression of opinion for the purposes of determining the designated benchmark, as the Authority may specify by written notice to the designated benchmark submitter, at such time and in such form or manner as the Authority may specify by written notice. [4/2017] | (2) Any designated benchmark submitter which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [4/2017] |
|
| Power of Authority to impose requirements or restrictions |
| 123ZK.—(1) The Authority may, by written notice, impose requirements or restrictions on a designated benchmark submitter. [4/2017] | (2) The Authority may, at any time, by written notice to a designated benchmark submitter, vary any requirement or restriction imposed on the designated benchmark submitter. [4/2017] |
| (3) Any designated benchmark submitter which fails to comply with any requirement or restriction imposed under subsection (1) or (2) shall be guilty of an offence. [4/2017] |
|
Subdivision (4) — Obligations of authorised benchmark
submitters, exempt benchmark submitters and designated
benchmark submitters |
123ZL.—(1) Every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter must, in relation to the designated benchmark in respect of which it provides information —| (a) | manage any risks associated with its business and operations prudently; | | (b) | ensure that the systems and controls concerning its performing the activity of providing information in relation to a designated benchmark are adequate and appropriate for the scale and nature of its operations; | | (c) | have sufficient financial, human and system resources —| (i) | to carry on a business or activity of providing information in relation to a designated benchmark; and | | (ii) | to meet contingencies or disasters; and |
| | (d) | in the case of an authorised benchmark submitter or a designated benchmark submitter, ensure that it appoints or employs fit and proper persons as its chairperson, chief executive officer, directors and key management officers. [4/2017] |
| (2) In subsection (1)(c), “contingencies or disasters” includes technical disruptions occurring within automated systems. [4/2017] |
|
| Obligation to notify Authority of certain matters |
123ZM.—(1) Every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter must, as soon as practicable after the occurrence of any of the following circumstances, notify the Authority of the circumstance:| (a) | in the case of an authorised benchmark submitter, any material change to the information provided by the authorised benchmark submitter in its application under section 123ZD(1); | | (b) | any change to the type or number of designated benchmarks in relation to which the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter (as the case may be) is carrying on a business or activity of providing information in relation to a designated benchmark; | | (c) | the carrying on of any business (called in this section a proscribed business) by the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter (as the case may be) other than such business or such class of businesses prescribed by regulations made under section 123ZZA; | | (d) | the acquisition by the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter (as the case may be) of a substantial shareholding in a corporation (called in this section a proscribed corporation), which carries on any business other than such business or such class of businesses prescribed by regulations made under section 123ZZA; | | (e) | any other matter that the Authority may —| (i) | prescribe by regulations made under section 123ZZA for the purposes of this paragraph; or | | (ii) | specify by written notice to the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter, as the case may be. [4/2017] |
|
(2) Without limiting section 123ZZB(1), the Authority may, at any time after receiving a notice mentioned in subsection (1), issue directions to the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter —| (a) | where the notice relates to a matter mentioned in subsection (1)(c) —| (i) | to cease carrying on the proscribed business; or | | (ii) | to carry on the proscribed business subject to such conditions or restrictions as the Authority may impose; or |
| | (b) | where the notice relates to a matter mentioned in subsection (1)(d) —| (i) | to dispose of all or any part of its shareholding in the proscribed corporation within such time and subject to such conditions as specified in the directions; or | | (ii) | to exercise its rights relating to such shareholding, or to not exercise such rights, subject to such conditions or restrictions as the Authority may impose. [4/2017] |
|
|
| (3) An authorised benchmark submitter, an exempt benchmark submitter and a designated benchmark submitter must comply with every direction issued to it under subsection (2) despite anything to the contrary in the Companies Act 1967 or any other law. [4/2017] |
| (4) An authorised benchmark submitter, an exempt benchmark submitter and a designated benchmark submitter must notify the Authority of any matter that the Authority may prescribe by regulations made under section 123ZZA for the purposes of this subsection, no later than such time as the Authority may prescribe by those regulations. [4/2017] |
| (5) An authorised benchmark submitter, an exempt benchmark submitter and a designated benchmark submitter must notify the Authority of any matter that the Authority may specify by written notice to the authorised benchmark submitter, exempt benchmark submitter, or designated benchmark submitter (as the case may be) no later than such time as the Authority may specify in that notice. [4/2017] |
|
| Obligation to maintain proper records |
123ZN.—(1) Every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter must maintain a record of the following in respect of a designated benchmark:| (a) | all information or expressions of opinion which the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter (as the case may be) provides to any authorised benchmark administrator or exempt benchmark administrator; | | (b) | the basis of the information or the rationale of the expressions of opinion referred to in paragraph (a); | | (c) | such other matters as the Authority may prescribe by regulations made under section 123ZZA. [4/2017] |
| (2) The records mentioned in subsection (1) must be kept for such period, and in such form and manner, as may be prescribed by regulations made under section 123ZZA. [4/2017] |
|
| Obligation to submit periodic reports |
| 123ZO. Every authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter, must submit to the Authority such reports in such form, manner and frequency as the Authority may prescribe by regulations made under section 123ZZA. [4/2017] |
| Notification of change of particulars |
123ZP. Where —| (a) | an authorised benchmark submitter or exempt benchmark submitter ceases to carry on a business or activity of providing information in relation to a designated benchmark; or | | (b) | a change occurs in any matter records of which are required by section 123ZQ(1) to be kept in relation to the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter, |
| the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter (as the case may be) must, not later than 14 days after the occurrence of the event, provide particulars of the event to the Authority in the form and manner prescribed by regulations made under section 123ZZA. |
[4/2017] |
| Records of authorised benchmark submitters, exempt benchmark submitters and designated benchmark submitters |
123ZQ.—(1) The Authority must keep records of every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter, setting out the following information of each authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter:| (a) | the name of the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter, as the case may be; | | (b) | the address of the principal place at which the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter (as the case may be) carries on the business or activity of providing information in relation to a designated benchmark; | | (c) | where the business or activity of providing information in relation to a designated benchmark is carried on under a name or style other than the name of the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter, the name or style under which the business is carried on; | | (d) | such other information as may be prescribed by regulations made under section 123ZZA. [4/2017] |
| (2) The Authority may publish the information mentioned in subsection (1) or any part of that information in any manner. [4/2017] |
|
| Obligation to assist Authority |
123ZR. Every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter must provide such assistance to the Authority as the Authority may require for the proper administration of this Act, including —| (a) | the furnishing of returns; and | | (b) | the provision of books and information relating to the business of the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter, as the case may be. [4/2017] |
|
| Penalties under this Subdivision |
| 123ZS. Any authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter which contravenes section 123ZL, 123ZM, 123ZN, 123ZO, 123ZP or 123ZR shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [4/2017] |
| Subdivision (5) — Matters requiring approval of Authority |
| Approval of chief executive officer and director of authorised benchmark submitter or designated benchmark submitter |
123ZT.—(1) Subject to subsection (3), an authorised benchmark submitter or designated benchmark submitter must not —| (a) | appoint a person as its chief executive officer or director; or | | (b) | change the nature of the appointment of a person as a director from one that is non‑executive to one that is executive, |
| unless it has the approval of the Authority to do so. |
[4/2017] | (2) Where an authorised benchmark submitter or a designated benchmark submitter has obtained the approval of the Authority to appoint a person as its chief executive officer or director under subsection (1)(a), the person may be re‑appointed as a chief executive officer or director (as the case may be) of the authorised benchmark submitter or designated benchmark submitter (as the case may be) immediately upon the expiry of the earlier term without the approval of the Authority. [4/2017] |
(3) Subsection (1) does not apply to the appointment of a person as a director of a foreign company, or the change in the nature of the appointment of a person as a director of a foreign company if, at the time of the appointment or change, the person —| (a) | does not reside in Singapore; and | | (b) | is not directly responsible for its carrying out of the activity of providing information in relation to a designated benchmark or any part of the activity of providing information in relation to a designated benchmark. [4/2017] |
|
| (4) Without affecting any other matter that the Authority may consider relevant, the Authority may, in determining whether to grant its approval under subsection (1), have regard to such criteria as may be prescribed by regulations made under section 123ZZA or notified to the authorised benchmark submitter or designated benchmark submitter, as the case may be. [4/2017] |
| (5) Subject to subsection (6), the Authority must not refuse an application for approval under subsection (1) without giving the authorised benchmark submitter or designated benchmark submitter an opportunity to be heard. [4/2017] |
(6) The Authority may refuse an application for approval under subsection (1) on any of the following grounds without giving the authorised benchmark submitter or designated benchmark submitter an opportunity to be heard:| (a) | the person is an undischarged bankrupt, whether in Singapore or elsewhere; | | (b) | a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the person; [Act 18 of 2022 wef 31/07/2024] | | (c) | the person has been convicted, whether in Singapore or elsewhere, of an offence —| (i) | involving fraud or dishonesty or the conviction for which involved a finding that he or she had acted fraudulently or dishonestly; and | | (ii) | punishable with imprisonment for a term of 3 months or more. [4/2017] |
|
|
| (7) Where the Authority refuses an application for approval under subsection (1), the Authority need not give the person who was proposed to be appointed an opportunity to be heard. [4/2017] |
| (8) Without affecting the Authority’s power to impose conditions or restrictions under section 123ZE(2) or (3), or requirements or restrictions under section 123ZK, the Authority may, at any time by written notice to the authorised benchmark submitter or designated benchmark submitter, impose on it a condition requiring it to notify the Authority of a change to any specified attribute (such as residence and nature of appointment) of its chief executive officer or director, and vary any such condition. [4/2017] |
(9) This section does not apply to any designated benchmark submitter that is —| (a) | a bank licensed under the Banking Act 1970; | | (b) | a merchant bank licensed under the Banking Act 1970; | | (c) | a finance company licensed under the Finance Companies Act 1967; | | (d) | a holder of a capital markets services licence for any regulated activity; | | (e) | a licensed financial adviser under the Financial Advisers Act 2001; | | (f) | a direct insurer licensed under the Insurance Act 1966 to carry on life business; | | (g) | an insurance intermediary registered or regulated under the Insurance Act 1966, who arranges contracts of insurance in Singapore in respect of life business only; or | | (h) | such other person or class of persons as may be prescribed by regulations made under section 123ZZA. [4/2017; 1/2020] |
|
| (10) Any authorised benchmark submitter or designated benchmark submitter which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [4/2017] |
| (11) Any authorised benchmark submitter or designated benchmark submitter which contravenes any condition imposed on it under subsection (8) shall be guilty of an offence. [4/2017] |
|
| Removal of officer of authorised benchmark submitter or designated benchmark submitter |
123ZU.—(1) Despite the provisions of any other written law —| (a) | an authorised benchmark submitter or a designated benchmark submitter must not, without the prior written consent of the Authority, permit a person to act as its executive officer; and | | (b) | an authorised benchmark submitter or a designated benchmark submitter, that is incorporated in Singapore must not, without the prior written consent of the Authority, permit a person to act as its director, |
| (c) | has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 8 October 2018, being an offence —| (i) | involving fraud or dishonesty; | | (ii) | the conviction for which involved a finding that he or she had acted fraudulently or dishonestly; or | | (iii) | that is specified in the Third Schedule to the Registration of Criminals Act 1949; |
| | (d) | is an undischarged bankrupt, whether in Singapore or elsewhere; | | (e) | has had an enforcement order against him or her in respect of a judgment debt returned unsatisfied in whole or in part; [Act 25 of 2021 wef 01/04/2022] | | (f) | has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his or her creditors, being a compromise or scheme of arrangement that is still in operation; | | (g) | has had a related Acts prohibition order, a section 101A prohibition order, a section 123ZZC prohibition order or an FSMA prohibition order made against him or her that remains in force; or [Act 18 of 2022 wef 31/07/2024] | | (h) | has been a director of, or directly concerned in the management of, a regulated financial institution, whether in Singapore or elsewhere —| (i) | which is being or has been wound up by a court; or | | (ii) | 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. [4/2017] |
|
(2) Despite the provisions of any other written law, where the Authority is satisfied that a director of an authorised benchmark submitter or a designated benchmark submitter, that is incorporated in Singapore, or an executive officer of an authorised benchmark submitter or a designated benchmark submitter —| (a) | has wilfully contravened or wilfully caused the authorised benchmark submitter or designated benchmark submitter (as the case may be) to contravene any provision of this Act; | | (b) | has, without reasonable excuse, failed to secure the compliance of the authorised benchmark submitter or designated benchmark submitter (as the case may be) with this Act, the Monetary Authority of Singapore Act 1970 or any of the written laws set out in the Schedule to that Act; or | | (c) | has failed to discharge any of the duties of his or her office, |
| the Authority may, if it thinks it necessary in the interests of the public or a section of the public, or a class or classes of users of a designated benchmark, by written notice to the authorised benchmark submitter or designated benchmark submitter (as the case may be) direct the authorised benchmark submitter or designated benchmark submitter to remove the director or executive officer (as the case may be) from the director’s or executive officer’s office or employment within such period as the Authority may specify in the notice, and the authorised benchmark submitter or designated benchmark submitter (as the case may be) must comply with the notice. |
[4/2017] |
| (3) Without affecting any other matter that the Authority may consider relevant, the Authority may, when determining whether a director or an executive officer of an authorised benchmark submitter or designated benchmark submitter (as the case may be) has failed to discharge the duties of the director’s or executive officer’s office for the purposes of subsection (2)(c), have regard to such criteria as may be prescribed by regulations made under section 123ZZA or notified in writing to the authorised benchmark submitter or designated benchmark submitter, as the case may be. [4/2017] |
| (4) The Authority must not direct an authorised benchmark submitter or designated benchmark submitter to remove a person from the person’s office under subsection (2) without giving the authorised benchmark submitter or designated benchmark submitter (as the case may be) an opportunity to be heard. [4/2017] |
| (5) Where the Authority directs an authorised benchmark submitter or a designated benchmark submitter to remove a person from the person’s office or employment under subsection (2), the Authority need not give that person an opportunity to be heard. [4/2017] |
(6) No criminal or civil liability is incurred by —| (a) | an authorised benchmark submitter; | | (b) | a designated benchmark submitter; or | | (c) | any person acting on behalf of the authorised benchmark submitter or designated benchmark submitter, |
| 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 its obligations under this section. |
[4/2017] |
(7) This section does not apply to any designated benchmark submitter that is —| (a) | a bank licensed under the Banking Act 1970; | | (b) | a merchant bank licensed under the Banking Act 1970; | | (c) | a finance company licensed under the Finance Companies Act 1967; | | (d) | the holder of a capital markets services licence for any regulated activity; | | (e) | a licensed financial adviser under the Financial Advisers Act 2001; | | (f) | a direct insurer licensed under the Insurance Act 1966 to carry on life business; | | (g) | an insurance intermediary registered or regulated under the Insurance Act 1966, who arranges contracts of insurance in Singapore in respect of life business only; or | | (h) | such other person or class of persons as may be prescribed by regulations made under section 123ZZA. [4/2017; 1/2020] |
|
| (8) Any authorised benchmark submitter or designated benchmark submitter which contravenes subsection (1), or any direction issued by the Authority under subsection (2), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [4/2017] |
| (9) [Deleted by Act 12 of 2024 wef 30/08/2024] |
|
| Control of take‑over of authorised benchmark submitter or designated benchmark submitter |
| 123ZV.—(1) This section applies to all individuals whether resident in Singapore or not and whether citizens of Singapore or not, and to all bodies corporate or unincorporate, whether incorporated or carrying on business in Singapore or not. [4/2017] | (2) A person must not enter into any arrangement in relation to shares in an authorised benchmark submitter or designated benchmark submitter that is a company by virtue of which the person would, if the arrangement is carried out, obtain effective control of the authorised benchmark submitter or designated benchmark submitter, unless the person has obtained the prior approval of the Authority to the person’s entering into the arrangement. [4/2017] |
(3) An application for the Authority’s approval under subsection (2) must be made in writing, and the Authority may authorise the application if the Authority is satisfied that —| (a) | the applicant is a fit and proper person to have effective control of the authorised benchmark submitter or designated benchmark submitter, as the case may be; | | (b) | having regard to the applicant’s likely influence, the authorised benchmark submitter or designated benchmark submitter (as the case may be) is likely to continue to carry on a business or activity of providing information in relation to a designated benchmark prudently and comply with the provisions of this Act and directions made thereunder; and | | (c) | the applicant satisfies such other criteria as may be prescribed by regulations made under section 123ZZA or as the Authority may specify in written directions. [4/2017] |
|
(4) Any approval under subsection (3) may be granted to the applicant subject to such conditions as the Authority may determine, including any condition —| (a) | restricting the applicant’s disposal or further acquisition of shares or voting power in the authorised benchmark submitter or designated benchmark submitter, as the case may be; or | | (b) | restricting the applicant’s exercise of voting power in the authorised benchmark submitter or designated benchmark submitter, as the case may be, |
| and the applicant must comply with such conditions. |
[4/2017] |
| (5) Any condition imposed under subsection (4) has effect despite any provision of the Companies Act 1967 or anything contained in the constitution of the authorised benchmark submitter or designated benchmark submitter. [4/2017] |
(6) For the purposes of this section and section 123ZW —| (a) | a reference to a person entering into an arrangement in relation to shares of an authorised benchmark submitter or a designated benchmark submitter (as the case may be) includes —| (i) | entering into an agreement or any formal or informal scheme, arrangement or understanding, to acquire those shares; | | (ii) | making or publishing a statement, however expressed, that expressly or impliedly invites the holder of those shares to offer to dispose of the holder’s shares to the first person; | | (iii) | the first person obtaining a right to acquire shares under an option, or to have shares transferred to the first person or to the first person’s order, whether the right is exercisable presently or in the future and whether on fulfilment of a condition or not; and | | (iv) | becoming a trustee of a trust in respect of those shares; |
| | (b) | a person is regarded as obtaining effective control of the authorised benchmark submitter or designated benchmark submitter (as the case may be) by virtue of an arrangement if the person alone or acting together with any connected person would, if the arrangement is carried out —| (i) | acquire or hold, directly or indirectly, 20% or more of the issued share capital of the authorised benchmark submitter or designated benchmark submitter, as the case may be; or | | (ii) | control, directly or indirectly, 20% or more of the voting power in the authorised benchmark submitter or designated benchmark submitter, as the case may be; and |
| | (c) | a reference to the voting power in the authorised benchmark submitter or designated benchmark submitter (as the case may be) is a reference to the total number of votes that may be cast in a general meeting of the authorised benchmark submitter or designated benchmark submitter, as the case may be. [4/2017] |
|
(7) This section does not apply in relation to any designated benchmark submitter that is —| (a) | a bank licensed under the Banking Act 1970; | | (b) | a merchant bank licensed under the Banking Act 1970; | | (c) | a finance company licensed under the Finance Companies Act 1967; | | (d) | the holder of a capital markets services licence for any regulated activity; | | (e) | a licensed financial adviser under the Financial Advisers Act 2001; | | (f) | a direct insurer licensed under the Insurance Act 1966 to carry on life business; | | (g) | an insurance intermediary registered or regulated under the Insurance Act 1966, who arranges contracts of insurance in Singapore in respect of life business only; or | | (h) | such other person or class of persons as may be prescribed by regulations made under section 123ZZA. [4/2017; 1/2020] |
|
| (8) Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both. [4/2017] |
|
| Objection to control of authorised benchmark submitter or designated benchmark submitter |
123ZW.—(1) The Authority may serve a written notice of objection on —| (a) | any person required to obtain the Authority’s approval or who has obtained the approval under section 123ZV; or | | (b) | any person who, whether before, on or after 8 October 2018, either alone or together with any connected person, holds, directly or indirectly, 20% or more of the issued share capital of the authorised benchmark submitter or designated benchmark submitter (as the case may be) or controls, directly or indirectly, 20% or more of the voting power in the authorised benchmark submitter or designated benchmark submitter, as the case may be, |
| if the Authority is satisfied that — |
| (c) | any condition of approval imposed on the person under section 123ZV(4) has not been complied with; | | (d) | the person is not or ceases to be a fit and proper person to have effective control of the authorised benchmark submitter or designated benchmark submitter, as the case may be; | | (e) | having regard to the likely influence of the person, the authorised benchmark submitter or designated benchmark submitter (as the case may be) is not able to or is no longer likely to carry on a business or activity of providing information in relation to a designated benchmark prudently and comply with the provisions of this Act and any direction made under this Act; | | (f) | the person does not or ceases to satisfy such criteria as may be prescribed by regulations made under section 123ZZA; | | (g) | the person has provided false or misleading information or documents in connection with an application under section 123ZV; or | | (h) | the Authority would not have granted its approval under section 123ZV had the Authority been aware, at that time, of circumstances relevant to the person’s application for such approval. [4/2017] |
(2) The Authority must not serve a notice of objection on any person without giving the person an opportunity to be heard, except in the following circumstances:| (a) | the person is in the course of being wound up or otherwise dissolved or, in the case of an individual, is an undischarged bankrupt whether in Singapore or elsewhere; | | (b) | a receiver, a receiver and manager, a judicial manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the person; | | (c) | a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the person; [Act 18 of 2022 wef 31/07/2024] | | (d) | the person has been convicted, whether in Singapore or elsewhere, of any offence involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly. [4/2017] |
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(3) Any person served with the written notice of objection must, within the period specified in the notice —| (a) | take such steps as are necessary to ensure that the person ceases to be a party to the arrangement described in section 123ZV(2), ceases to hold 20% or more of the issued share capital of the authorised benchmark submitter or designated benchmark submitter (as the case may be) in the manner described in subsection (1)(b), or ceases to control 20% or more of the voting power in the authorised benchmark submitter or designated benchmark submitter (as the case may be) in the manner described in subsection (1)(b); and | | (b) | comply with such other requirements as the Authority may specify in the notice. [4/2017] |
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(4) This section does not apply in relation to any designated benchmark submitter that is —| (a) | a bank licensed under the Banking Act 1970; | | (b) | a merchant bank licensed under the Banking Act 1970; | | (c) | a finance company licensed under the Finance Companies Act 1967; | | (d) | the holder of a capital markets services licence for any regulated activity; | | (e) | a licensed financial adviser under the Financial Advisers Act 2001; | | (f) | a direct insurer licensed under the Insurance Act 1966 to carry on life business; | | (g) | an insurance intermediary registered or regulated under the Insurance Act 1966, who arranges contracts of insurance in Singapore in respect of life business only; or | | (h) | such other person or class of persons as may be prescribed by regulations made under section 123ZZA. [4/2017; 1/2020] |
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| (5) Any person who contravenes subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both. [4/2017] |
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123ZX. Any authorised benchmark submitter or designated benchmark submitter that is aggrieved by —| (a) | the refusal of the Authority to grant an approval to the authorised benchmark submitter or the designated benchmark submitter to appoint a person as its chief executive officer or director; or | | (b) | the direction of the Authority to the authorised benchmark submitter or the designated benchmark submitter to remove an officer from office or employment, |
| may, within 30 days after it is notified of the decision of the Authority, appeal to the Minister whose decision is final. |
[4/2017] |
Division 4 — Information Gathering Powers over Financial
Benchmarks, Disclosure of Information
and Record Keeping |
| Provision of information to Authority |
| 123ZY.—(1) The Authority may, by regulations made under section 123ZZA, require a person or a class of persons whom the Authority believes on reasonable grounds is capable of giving information on or concerning any financial benchmark or any market which a financial benchmark seeks to measure to disclose to the Authority the information that the person has under the person’s control or possession, in such form and manner, and within such period or periods, as may be prescribed in those regulations. [4/2017] | (2) The Authority may, by written notice to any person whom the Authority believes on reasonable grounds is capable of giving information on or concerning any financial benchmark or any market which a financial benchmark seeks to measure, require such person to disclose to the Authority the information that the person has under the person’s control or possession, in such form and manner, and within such period or periods, as may be specified in the notice. [4/2017] |
| (3) Subject to subsection (5), any person to whom a notice is issued under subsection (2) must comply with the notice. [4/2017] |
| (4) Any person who contravenes subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [4/2017] |
| (5) A person referred to in subsection (1) or a person to whom a notice is issued under subsection (2) is not obliged to disclose any information where the person is prohibited by any written law from disclosing such information. [4/2017] |
(6) Where a person claims, before providing the Authority with any information that the person is required to furnish under subsection (1) or (2), that the information might tend to incriminate the person, the information —| (a) | is not admissible in evidence against the person in criminal proceedings other than proceedings under subsection (4) or in relation to a contravention of subsection (1); but | | (b) | is admissible in evidence for civil proceedings under Part 12. [4/2017] |
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| Power to require maintenance of records and submit periodic reports |
123ZZ.—(1) The Authority may, by regulations made under section 123ZZA or by written notice, require any financial institution or class of financial institutions to —| (a) | maintain a record of —| (i) | all transactions undertaken by the financial institution in relation to one or more underlying things that are the subject of a designated benchmark; and | | (ii) | all transactions undertaken by the financial institution in relation to financial instruments that use a designated benchmark for reference to determine the price, value, interest payable, sums due or performance of the financial instrument, |
| in such form and manner as the Authority may prescribe in those regulations or specify by written notice, including — |
| (iii) | the extent to which the record includes details of each transaction or exposure; and | | (iv) | the period of time that the record is to be maintained; and |
| | (b) | submit to the Authority such reports in such form, manner and frequency as the Authority may prescribe in those regulations or specify by written notice. [4/2017] |
(2) In this section, “financial institution” means —| (a) | a bank licensed under the Banking Act 1970; | | (b) | a merchant bank that is licensed under the Banking Act 1970; | | (c) | a finance company licensed under the Finance Companies Act 1967; | | (d) | the holder of a capital markets services licence under this Act; | | (e) | a licensed financial adviser under the Financial Advisers Act 2001; | | (f) | a company or co‑operative society licensed under the Insurance Act 1966 as a direct insurer carrying on life business; | | (g) | an insurance intermediary licensed under any written law relating to insurance intermediaries if the intermediary arranges contracts of insurance in respect of life business; or | | (h) | such other person or class of persons as may be prescribed by regulations made under section 123ZZA. [4/2017; 1/2020] |
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| (3) Any person who, without reasonable excuse, contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [4/2017] |
|
| Division 5 — General Powers |
| Power of Authority to make regulations |
| 123ZZA.—(1) Without affecting section 341, the Authority may make regulations prescribing matters required or permitted by this Part to be prescribed, or necessary or convenient to be prescribed for carrying out or giving effect to this Part. [4/2017] (2) The regulations made under subsection (1) may, in particular —| (a) | prescribe the requirements that an authorised benchmark administrator or an exempt benchmark administrator or a class of any of the foregoing persons must comply with; and | | (b) | prescribe the requirements that an authorised benchmark submitter, an exempt benchmark submitter, a designated benchmark submitter or a class of any of the foregoing persons must comply with. [4/2017] |
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(3) The regulations made under this section may provide —| (a) | that a contravention of any specified provision of those regulations shall be an offence; and | | (b) | for a penalty not exceeding a fine of $100,000 or imprisonment for a term not exceeding 12 months or both for each offence and, in the case of a continuing offence, a further penalty not exceeding a fine of 10% of the maximum fine prescribed for that offence for every day or part of a day during which the offence continues after conviction. [4/2017] |
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| Power of Authority to issue written directions |
123ZZB.—(1) The Authority may, if it thinks it necessary or expedient, in the interests of a class, or classes, of users of a designated benchmark, or in the interests of the public or a section of the public, issue written directions, either of a general or specific nature, to any of the following persons or class of persons, requiring such person or class of persons to comply with such requirements as the Authority may specify in the written directions:| (a) | an authorised benchmark administrator; | | (b) | an exempt benchmark administrator; | | (c) | an authorised benchmark submitter; | | (d) | an exempt benchmark submitter; | | (e) | a designated benchmark submitter; | | (f) | a representative of any authorised benchmark administrator, exempt benchmark administrator, authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter; | | (g) | a class of any of the persons mentioned in paragraphs (a) to (f). [4/2017] |
(2) Without limiting subsection (1), any written direction may be issued with respect to —| (a) | the standards to be maintained by the person concerned in carrying out the activity of administering a designated benchmark, or the activity of providing information in relation to a designated benchmark; | | (b) | the type and frequency of submission of financial returns and other information to be submitted to the Authority; and | | (c) | the qualifications, experience and training of representatives, |
| and the person to whom such direction is issued must comply with the direction. |
[4/2017] |
| (3) Any person who contravenes any of the directions issued under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine of $5,000 for every day or part of a day during which the offence continues after conviction. [4/2017] |
| (4) It is not necessary to publish any direction issued under subsection (1) in the Gazette. [4/2017] |
|
| 123ZZC. [Repealed by Act 18 of 2022 wef 31/07/2024] |
| 123ZZD. [Repealed by Act 18 of 2022 wef 31/07/2024] |
| 123ZZE. [Repealed by Act 18 of 2022 wef 31/07/2024] |
| 123ZZF. [Repealed by Act 18 of 2022 wef 31/07/2024] |
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