3.—(1) In these Regulations, unless the context otherwise requires —“associate”, in relation to a substantial shareholder, means —(a) | any corporation in which the substantial shareholder controls the composition of the board of directors; | (b) | any corporation in which the substantial shareholder controls more than half of the voting power; | (c) | any corporation in which the substantial shareholder holds more than half of the issued share capital; | (d) | any corporation which is a subsidiary of any other corporation which is an associate by virtue of paragraph (a), (b) or (c); | (e) | any corporation in which the substantial shareholder or any other corporation which is an associate by virtue of paragraph (a), (b), (c) or (d) has, or the substantial shareholder and such other corporation together have, an interest in shares entitling the beneficial owners thereof the right to cast, whether by proxy or in person, not less than 20% but not more than 50% of the total votes able to be cast at a general meeting of the first-mentioned corporation; or | (f) | any corporation (not being a corporation which is an associate by virtue of paragraph (a), (b), (c), (d) or (e)) the policies of which the substantial shareholder or any other corporation which is an associate by virtue of paragraph (a), (b), (c), (d) or (e) is, or the substantial shareholder together with such other corporation are, able to control or influence materially; |
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“Audit Committee” means an Audit Committee referred to in regulation 16; |
“direct life insurer” means a direct insurer registered to carry on life business under the Act; |
“executive director” means a director who is concurrently an executive officer and “non-executive director” shall be construed accordingly; |
“executive officer”, in relation to a company, means any person, by whatever name described, who —(a) | is in the direct employment of, or acting for or by arrangement with, the company; and | (b) | is concerned with or takes part in the management of the company on a day-to-day basis; |
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“financial holding company” means a company belonging to a class of financial institutions approved as financial holding companies under section 28 of the Monetary Authority of Singapore Act (Cap. 186); |
“financial year” has the same meaning as in section 4(1) of the Companies Act (Cap. 50); |
“immediate family”, in relation to an individual, means the individual’s spouse, child, adopted child, step-child, parent, step-parent, brother, step-brother, sister or step-sister; |
“immediate subsidiary” means a subsidiary as defined under section 5(1)(a) of the Companies Act; |
“independent director”, in relation to a significant insurer, means a director who is —(a) | independent from management and business relationships with the significant insurer; and | (b) | independent from any substantial shareholder of the significant insurer; |
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“limited liability partnership” has the same meaning as in section 2(1) of the Limited Liability Partnerships Act 2005 (Act 5 of 2005); |
“Nominating Committee” means a Nominating Committee referred to in regulation 11; |
“Remuneration Committee” means a Remuneration Committee referred to in regulation 15; |
“subsidiary” has the same meaning as in section 5 of the Companies Act (Cap. 50); |
“substantial shareholder” has the same meaning as in section 81 of the Companies Act. |
(2) In these Regulations, in relation to a company which may dispense with the holding of annual general meetings under section 175A of the Companies Act —(a) | a reference to the doing of anything at an annual general meeting shall, in the case of such a company, be read as a reference to the doing of that thing by way of a resolution by written means in accordance with the Companies Act; and | (b) | a reference to the date of an annual general meeting of such a company shall, unless the meeting is held, be read as a reference to the date of expiry of the period within which the meeting is required by law to be held. |
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