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No. S 527

Exchanges (Demutualisation and Merger) Act 1999

(Act 27 of 1999)

Exchanges (Demutualisation and Merger) (Directives) Notification 1999

In exercise of the powers conferred by section 14(1) of the Exchanges (Demutualisation and Merger) Act 1999, the Monetary Authority of Singapore hereby issues the following Directives:

Citation and commencement

1. This Notification may be cited as the Exchanges (Demutualisation and Merger) (Directives) Notification 1999 and shall come into operation on 1st December 1999.

Amendment of rules of transferee holding company

2. The prior written approval of the Authority shall be obtained for any amendment, whether by way of alteration or addition, to the rules of the transferee holding company.

Establishment of nominating committee

3.—(1) For the purposes set out in paragraph 4, the transferee holding company shall establish a nominating committee in accordance with this paragraph.

(2) The nominating committee shall comprise not less than 4 members of the board of directors of the transferee holding company, but shall not include the chief executive officer (or such other designation by which a person acting in that capacity is known) for the time being of the transferee holding company.

(3) All appointments to the nominating committee shall be subject to the prior written approval of the Authority.

(4) A member of the nominating committee shall hold office until the next annual general meeting following that member’s appointment and may, subject to the prior written approval of the Authority, be re-appointed to that office.

(5) Where, by virtue of any vacancy in the membership of the nominating committee for whatever reason, the number of members of the nominating committee is reduced to less than 4, the board of directors shall within 3 months thereafter meet and appoint such number of new members to the nominating committee to satisfy the requirement in sub-paragraph (2).

(6) Any new member appointed under sub-paragraph (5) shall hold office for the remainder of the term of office of the member of the nominating committee in whose place he is appointed.

Functions and duties of nominating committee

4.—(1) The nominating committee shall identify candidates and review all nominations, whether by any director, shareholder or otherwise, for the appointment or reappointment of —

(a)	members of the board of directors; and
(b)	the chief executive officer (or such other designation by which a person acting in that capacity is known).

(2) The nominating committee shall determine the criteria for identifying candidates and reviewing nominations for the appointments or reappointments referred to in sub-paragraph (1).

(3) The criteria, referred to in sub-paragraph (2), shall include the following:

(a)

the board of directors shall comprise a majority of Singapore citizens or permanent residents of Singapore;

(b)

not more than half in number of the members of the board of directors shall be —

(i)	executive directors of the transferee holding company or any related corporation;
(ii)	a spouse, parent, brother, sister, son or adopted son or daughter or adopted daughter of an executive director of the transferee holding company or of any related corporation; or
(iii)	any person having a relationship which, in the opinion of the nominating committee, would or is likely to interfere with the exercise of independent judgment by a person for the purposes of carrying out the functions of a director; and

(c)

the candidate shall be a fit and proper person to hold such office, and the most qualified candidate nominated for the office, taking into account the candidate’s track record, age, experience, capabilities and other relevant factors.

(4) The transferee holding company shall submit to the Authority the curricula vitae of the candidates for the positions of —

(a)	the chairman of the board of directors; and
(b)	the chief executive officer (or such other designation by which a person acting in that capacity is known),

of the transferee holding company, and shall obtain the prior written approval of the Authority for the appointment or reappointment of any of the candidates for these positions.

(5) The transferee holding company shall maintain records of the deliberations and proceedings of the nominating committee, and shall produce these records to the Authority forthwith upon request.

(6) In this paragraph —

“executive director” means a person who is an employee of, or holds any other office of profit in, the transferee holding company or any subsidiary or associated company in conjunction with his office of director of any such company;

“director” includes a substitute or alternate director;

“related corporation” has the same meaning as in section 6 of the Companies Act (Cap. 50);

“subsidiary” has the same meaning as in section 5 of the Companies Act.

Inspections, production of books, etc.

5.—(1) The Authority or any person appointed by the Authority may, from time to time, inspect any books, accounts, documents, records, and transactions of the transferee holding company, howsoever compiled, recorded or stored.

(2) The transferee holding company shall produce its books, accounts, documents and records, howsoever compiled, recorded or stored, and provide any information required by the Authority or any person appointed by the Authority, at such time and in such manner as may be determined by the Authority or the person appointed by the Authority.

(3) The transferee holding company shall provide such assistance and facilities as may be required by the Authority or any person appointed by the Authority, for the purposes specified in sub-paragraph (1) or (2).

Made this 30th day of November 1999.

KOH YONG GUAN

Managing Director,
Monetary Authority of Singapore.

[[FSG SRDD 01/99; AG/LEG/SL/98A/99/1].]