PART 1 | Citation and commencement |
| 1. These Regulations are the Monetary Authority of Singapore (Resolution of Financial Institutions) Regulations 2018 and come into operation on 29 October 2018. |
2. In these Regulations, unless the context otherwise requires — “12% controller” —| (a) | in relation to a bank incorporated in Singapore or a financial holding company, has the meaning given by section 15B(3) of the Banking Act (Cap. 19); | | (b) | in relation to an operator of a designated payment system under the Payment Systems (Oversight) Act (Cap. 222A), has the meaning given by section 23(3) of that Act; | | (c) | in relation to an approved exchange under the Securities and Futures Act (Cap. 289), has the meaning given by section 27(3) of that Act; | | (d) | in relation to a licensed trade repository under the Securities and Futures Act, has the meaning given by section 46U(3) of that Act; | | (e) | in relation to an approved clearing house under the Securities and Futures Act, has the meaning given by section 70(3) of that Act; or | | (f) | in relation to an approved holding company under the Securities and Futures Act, has the meaning given by section 81ZE(3) of that Act; |
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“20% controller” —| (a) | in relation to a bank incorporated in Singapore or a financial holding company, has the meaning given by section 15B(3) of the Banking Act; | | (b) | in relation to an operator of a designated payment system under the Payment Systems (Oversight) Act, has the meaning given by section 23(3) of that Act; | | (c) | in relation to an approved exchange under the Securities and Futures Act, has the meaning given by section 27(3) of that Act; | | (d) | in relation to a licensed trade repository under the Securities and Futures Act, has the meaning given by section 46U(3) of that Act; | | (e) | in relation to an approved clearing house under the Securities and Futures Act, has the meaning given by section 70(3) of that Act; | | (f) | in relation to an approved holding company under the Securities and Futures Act, has the meaning given by section 81ZE(3) of that Act; or | | (g) | in relation to a licensed trust company under the Trust Companies Act (Cap. 336), has the meaning given by section 16(3) of that Act; |
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| “50% controller”, in relation to a licensed trust company under the Trust Companies Act, has the meaning given by section 16(3) of that Act; |
| “Accounting Standards” has the meaning given by section 4 of the Companies Act (Cap. 50); |
“business rules”, in relation to a market infrastructure, means the rules, regulations, by‑laws or such similar body of statements, by whatever name called, that govern the activities and conduct of —| (a) | the market infrastructure; and | | (b) | other persons in relation to it, |
| whether or not those rules, regulations, by‑laws or similar body of statements are made by the market infrastructure or are contained in its constituent documents; |
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| “designated system” has the meaning given by section 2(1) of the Payment and Settlement Systems (Finality and Netting) Act (Cap. 231); |
“designated system rules” means rules, regulations, by‑laws or such similar body of written statements (by whatever name called) of a designated system, whether or not contained in the constituent documents of the designated system, that govern the activities and conduct of –– | (a) | the designated system; and | | (b) | any other persons in relation to the designated system; |
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| “Division 5C FI under resolution” means a financial institution mentioned in regulation 28 that is the subject of a resolution action; |
| “financial holding company” means a company belonging to a class of financial institutions approved by the Authority as financial holding companies under section 28 of the Act; |
“indirect controller” —| (a) | in relation to a bank incorporated in Singapore or a financial holding company, has the meaning given by section 15B(5) of the Banking Act; or | | (b) | in relation to a licensed trust company under the Trust Companies Act, has the meaning given by section 16(3) of that Act; |
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| “market infrastructure” means a pertinent financial institution that performs the functions of a market, a central clearing counterparty, a trade repository, a central securities depository or a securities settlement system; |
| “merchant bank” means a financial institution belonging to a class of financial institutions approved by the Authority as merchant banks under section 28 of the Act; |
| “parent” has the meaning given by the Accounting Standards; |
| “pre‑resolution creditor” has the meaning given by section 112 of the Act; |
| “pre‑resolution shareholder” has the meaning given by section 112 of the Act; |
| “prescribed written law” has the meaning given by section 86 of the Act; |
| “public sector body” means a Ministry, a department of the Government or a body established or constituted by or under a public Act to perform or discharge a public function; |
| “relevant financial institution” has the meaning given by section 31 of the Act; |
| “resolution action” has the meaning given by section 112 of the Act; |
| “resolution date” has the meaning given by section 112 of the Act; |
| “significant business” has the meaning given by section 49 of the Act; |
| “specified financial institution” has the meaning given by section 49 of the Act; |
| “subsidiary” has the meaning given by the Accounting Standards; |
“substantial shareholder” —| (a) | in relation to a bank incorporated in Singapore or a financial holding company, means a person who has substantial shareholding in the bank within the meaning of section 81 of the Companies Act; | | (b) | in relation to an operator of a designated payment system under the Payment Systems (Oversight) Act, means a person who has substantial shareholding in the operator within the meaning of section 81 of the Companies Act; | | (c) | in relation to an approved exchange, a licensed trade repository, an approved clearing house or an approved holding company under the Securities and Futures Act, has the meaning given by section 2(6) of that Act; or | | (d) | in relation to an insurer incorporated under the Companies Act and licensed under the Insurance Act (Cap. 142), means a person who has substantial shareholding in the insurer within the meaning of section 81 of the Companies Act; |
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| “title transfer arrangement” means an arrangement under which a person transfers assets to another person on terms providing for the other person to transfer those assets back to the first person if the specified obligations are discharged; |
| “transfer order” has the meaning given by section 2(1) of the Payment and Settlement Systems (Finality and Netting) Act; |
| “valuation report” has the meaning given by section 112 of the Act; |
| “valuer” has the meaning given by section 112 of the Act. |
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| Definition of “affected person” |
| 3. For the purposes of the definition of “affected person” in section 49 of the Act, each person within a group of persons in the second column of the First Schedule is an affected person of the specified financial institution in the first column of that Schedule opposite that group. |
| Definition of “excluded financial institution” |
4.—(1) Each of the following persons is prescribed as an excluded financial institution for the purposes of Part IVB of the Act except sections 51 and 52 of the Act: | (a) | a person who —| (i) | is a licensed financial adviser under the Financial Advisers Act (Cap. 110); or | | (ii) | is an exempt financial adviser under the Financial Advisers Act, but is not a pertinent financial institution; |
| | (b) | a person who is exempt from the requirement to hold a capital markets services licence under the Securities and Futures Act to carry on business in any regulated activity specified in the Second Schedule to that Act, but is not a pertinent financial institution; | | (c) | a holder of a capital markets services licence under the Securities and Futures Act who carries on business in the regulated activity of providing credit rating services; | | (d) | an authorised reinsurer as defined in section 1A of the Insurance Act; | | (e) | a member of Lloyd’s that is permitted to carry on general class of insurance business in accordance with regulation 3 of the Insurance (Lloyd’s Scheme) Regulations (Cap. 142, Rg 8), or any insurance business specified in the First Schedule to the Insurance (Lloyd’s Asia Scheme) Regulations (Cap. 142, Rg 9) in accordance with regulation 3 of those Regulations; | | (f) | an insurance agent or insurance broker registered or otherwise regulated under the Insurance Act; | | (g) | a money‑changer licensed to conduct money‑changing business, or a remitter licensed to conduct remittance business, under the Money‑changing and Remittance Businesses Act (Cap. 187); | | (h) | a holder of a stored value facility under the Payment Systems (Oversight) Act. |
(2) Each of the following persons is prescribed as an excluded financial institution for the purposes of sections 51 and 52 of the Act:| (a) | a person who —| (i) | is a licensed financial adviser under the Financial Advisers Act; or | | (ii) | is an exempt financial adviser under the Financial Advisers Act, but who is not a pertinent financial institution; |
| | (b) | a person who is exempt from the requirement to hold a capital markets services licence under the Securities and Futures Act to carry on business in any regulated activity specified in the Second Schedule to that Act, but who is not a pertinent financial institution; | | (c) | a holder of a capital markets services licence under the Securities and Futures Act who carries on business in the regulated activity of providing credit rating services; | | (d) | an authorised reinsurer as defined in section 1A of the Insurance Act; | | (e) | a member of Lloyd’s that is permitted to carry on general class of insurance business in accordance with regulation 3 of the Insurance (Lloyd’s Scheme) Regulations, or any insurance business specified in the First Schedule to the Insurance (Lloyd’s Asia Scheme) Regulations in accordance with regulation 3 of those Regulations; | | (f) | an insurance agent or insurance broker that is registered or otherwise regulated under the Insurance Act; | | (g) | a money‑changer licensed to conduct money‑changing business, or a remitter licensed to conduct remittance business, under the Money‑changing and Remittance Businesses Act; | | (h) | a holder of a stored value facility under the Payment Systems (Oversight) Act; | | (i) | a trustee-manager of a business trust that is registered under the Business Trusts Act (Cap. 31A). |
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| (3) In this regulation, “member of Lloyd’s” has the meaning given by regulation 2 of the Insurance (Lloyd’s Scheme) Regulations. |
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| Definition of “pertinent financial institution” |
5. For the purposes of the definition of “pertinent financial institution” in section 49 of the Act, each of the following persons is a pertinent financial institution for the purposes of Part IVB of the Act:| (a) | a bank; | | (b) | a finance company licensed under the Finance Companies Act (Cap. 108); | | (c) | a merchant bank; | | (d) | a financial holding company; | | (e) | an operator or a settlement institution of a designated payment system under the Payment Systems (Oversight) Act; | | (f) | an approved exchange, a recognised market operator, a licensed trade repository, a licensed foreign trade repository, an approved clearing house, a recognised clearing house, an approved holding company, a depository, or a holder of a capital markets services licence under the Securities and Futures Act (not being a holder of a capital markets services licence under the Securities and Futures Act who carries on business in the regulated activity of providing credit rating services); | | (g) | a trustee for a collective investment scheme authorised under section 286 of the Securities and Futures Act, that is approved under that Act; | | (h) | a licensed trust company under the Trust Companies Act; | | (i) | an insurer licensed under the Insurance Act. |
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| Definition of “relevant provisions” |
6. For the purposes of the definition of “relevant provisions” in section 49 of the Act, a provision of written law in the second column of the Second Schedule is a relevant provision for —| (a) | the specified financial institution; or | | (b) | any person carrying on or has carried on the significant business of the specified financial institution, |
| in the first column of that Schedule opposite that provision. |
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| Definitions of “significant shareholder” |
| 7. For the purposes of the definitions of “significant shareholder” in sections 65, 68 and 71 of the Act, each person in the second column of the Third Schedule is a significant shareholder of the pertinent financial institution in the first column of that Schedule opposite that person. |
| Definitions of “significant shareholder provisions” |
| 8. For the purposes of the definitions of “significant shareholder provisions” in sections 65, 68 and 71 of the Act, each provision of written law in the second column of the Fourth Schedule is a significant shareholder provision for the pertinent financial institution in the first column of that Schedule opposite that provision. |
| Meaning of “financial contract” |
9.—(1) In these Regulations, “financial contract” means — | (a) | a securities contract; | | (b) | a derivatives contract; | | (c) | a securities lending or repurchase agreement; or | | (d) | a spot contract. |
(2) In this regulation —| “business trust” has the meaning given by section 2 of the Business Trusts Act; |
| “collective investment scheme” has the meaning given by section 2(1) of the Securities and Futures Act; |
“commodity” means –– | (a) | any produce, item, goods or article; or | | (b) | any index, right or interest in any produce, item, goods or article; |
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“derivatives contract” means any contract or arrangement under which –– | (a) | a party to the contract or arrangement is required to, or may be required to, discharge all or any of its obligations under the contract or arrangement at some future time; and | | (b) | the value of the contract or arrangement is determined (whether directly or indirectly, or whether wholly or in part) by reference to, is derived from, or varies by reference to, either of the following: | (i) | the value or amount of one or more underlying things; | | (ii) | fluctuations in the values or amounts of one or more underlying things, |
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| (c) | securities; | | (d) | a deposit as defined in section 4B of the Banking Act, where the deposit is accepted by a bank licensed under that Act or a merchant bank approved as a financial institution under the Monetary Authority of Singapore Act; | | (e) | a deposit as defined in section 2 of the Finance Companies Act, where the deposit is accepted by a finance company as defined in that section of that Act; or | | (f) | any contract of insurance in relation to any class of insurance business specified in section 2(1) of the Insurance Act; |
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| “financial instrument” has the meaning given by section 2(1) of the Securities and Futures Act; |
“securities” means –– | (a) | shares, units in a business trust, units in a collective investment scheme or any instrument conferring or representing a legal or beneficial ownership interest in a corporation, partnership or limited liability partnership; or | | (b) | debentures, |
| (c) | any bill of exchange; or | | (d) | any certificate of deposit issued by a bank or finance company whether situated in Singapore or elsewhere; |
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| “securities contract” means a contract for or with a view to acquiring, disposing of, subscribing for, or underwriting securities; |
“securities lending or repurchase agreement” means an agreement under which –– | (a) | a person (called in this definition the transferor) transfers the legal interest in any certificates of deposit, banker’s acceptances or securities (called in this definition the transferred securities) to another person (called in this definition the transferee); | | (b) | the transferor re‑acquires the transferred securities or acquires equivalent certificates of deposit, banker’s acceptances or securities from the transferee –– | (i) | at a later time not later than one year after the date of the transfer mentioned in paragraph (a); or | | (ii) | on demand; |
| | (c) | the transferor retains the risk of loss or opportunity for gain in respect of the transferred securities; | | (d) | the transferor does not dispose of (by transfer, declaration of trust or otherwise) the right to receive any part of the total consideration payable or to be given by the transferee under the agreement; and | | (e) | if any distribution is made in respect of the transferred securities during the period between the date of the transfer mentioned in paragraph (a) and the date of the re‑acquisition mentioned in paragraph (b), the transferor receives from the transferee the distribution or compensatory payment equal to the value of the distribution; |
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| “spot contract” means a contract or an arrangement for the sale or purchase of any currency or commodity at the spot price, where it is intended for a party to the contract or arrangement to take delivery of the currency or commodity immediately or within a period that must not be longer than the period determined by the market convention for delivery of the currency or commodity; |
“underlying thing” means –– | (a) | a unit in a collective investment scheme; | | (b) | a commodity; | | (c) | a financial instrument; | | (d) | the price of transporting goods as freight or of hiring vessels for the purpose of transporting goods; | | (e) | the credit of any person; | | (f) | a numerical indicator, model or statistic relating to weather; | | (g) | a numerical indicator, model or statistic relating to the emission of pollutants; | | (h) | real property; or | | (i) | a numerical indicator, model or statistic that is a measure of economic performance or economic conditions; |
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| “unit” has the meaning given by section 2(1) of the Securities and Futures Act. |
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