PART I | Citation and commencement |
| 1. These Regulations may be cited as the Banking (Corporate Governance) Regulations 2005 and shall come into operation on 8th September 2005. |
2.—(1) In these Regulations, unless the context otherwise requires —“affiliate” —| (a) | in relation to a substantial shareholder of a bank in Singapore, means any company which is an associate of the substantial shareholder, other than —| (i) | the bank, if it is a bank incorporated in Singapore, and any company in which the bank holds a major stake; | | (ii) | where the bank is the subsidiary of another bank incorporated in Singapore (referred to in this paragraph as the parent bank), the parent bank and any company in which the parent bank holds a major stake; or | | (iii) | where the bank is the subsidiary of a financial holding company, the financial holding company and any company in which the financial holding company holds a major stake; and |
| | (b) | in relation to a substantial shareholder of a financial holding company, means any company which is an associate of the substantial shareholder, other than —| (i) | the financial holding company and any company in which the financial holding company holds a major stake; or | | (ii) | where the financial holding company is the subsidiary of another financial holding company, the second-mentioned financial holding company and any company in which the second-mentioned holding company holds a major stake; |
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“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 17 or 34, as the case may be; |
“board committee” —| (a) | in relation to a bank incorporated in Singapore, means any of the committees specified in regulation 11(1) and the Executive Committee referred to in regulation 10; and | | (b) | in relation to a relevant financial holding company, means any of the committees specified in regulation 28(1) and the Executive Committee referred to in regulation 27; [S 754/2010 wef 09/12/2010] |
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“chief 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 principally responsible for the management and conduct of the business of the company; |
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| “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 year” has the same meaning as in section 4(1) of the Companies Act (Cap. 50); |
| “foreign-owned bank incorporated in Singapore” means a bank incorporated in Singapore which is a subsidiary of another corporation incorporated or otherwise established outside Singapore; |
| “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 bank in Singapore or a financial holding company, means a director who —| (a) | is independent from any management and business relationship with the bank or financial holding company, as the case may be; | | (b) | is independent from any substantial shareholder of the bank or financial holding company, as the case may be; and | | (c) | has not served on the board of the bank or financial holding company, as the case may be, for a continuous period of 9 years or longer; [S 754/2010 wef 09/12/2010] |
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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); |
| “major stake financial company” means any company in which a bank incorporated in Singapore acquires or holds a major stake and which is a financial institution approved, licensed, registered or otherwise regulated by the Authority; |
| “Nominating Committee” means a Nominating Committee referred to in regulation 12 or 29, as the case may be; |
| “permanent resident” means any individual who is not subject to any restriction as to his period of residence in Singapore imposed under the provisions of any written law relating to immigration for the time being in force; |
| “relevant financial holding company” means a financial holding company which is a related corporation of a bank incorporated in Singapore; |
| “Remuneration Committee” means a Remuneration Committee referred to in regulation 16 or 33, as the case may be; |
| “Risk Management Committee” means a Risk Management Committee referred to in regulation 17A or 34A, as the case may be; [S 754/2010 wef 09/12/2010] |
| “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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3. In these Regulations, unless the context otherwise requires —| (a) | any reference to a company in which a bank holds a major stake is a reference to a company in which a bank has a major stake as defined in section 32(7) of the Act; and | | (b) | any reference to a company in which a financial holding company (referred to in this regulation and regulations 4 and 5 as the relevant major stakeholder) holds a major stake is a reference to a company in which the relevant major stakeholder has —| (i) | any beneficial interest exceeding 10% in the share capital; | | (ii) | control over more than 10% of the voting power; or | | (iii) | any interest, where the directors of the company are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the relevant major stakeholder, or where the relevant major stakeholder is in a position to determine the policy of the company. |
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| Meaning of “affiliated entity” in relation to relevant major stakeholder |
4. In regulation 5, “affiliated entity”, in relation to a relevant major stakeholder, means —| (a) | any subsidiary of the relevant major stakeholder; | | (b) | any company in which the relevant major stakeholder and its subsidiaries hold in the aggregate a beneficial interest in not less than 20% of the share capital; | | (c) | any company in which the relevant major stakeholder and its subsidiaries control in the aggregate not less than 20% of the voting power; | | (d) | any company, other than a company referred to in paragraph (a), (b) or (c), where the directors of the company are accustomed or under an obligation, whether formal or informal, to act in accordance with the relevant major stakeholder’s directions, instructions or wishes, or where the relevant major stakeholder is in a position to determine the policy of the company; or | | (e) | any subsidiary of a company referred to in paragraph (b), (c) or (d). |
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| Holding by affiliated entity deemed to be holding by relevant major stakeholder |
5. In determining whether a relevant major stakeholder holds a major stake in a company under regulation 3(b) —| (a) | any beneficial interest in the share capital of the company held by an affiliated entity of the relevant major stakeholder shall be deemed to be a beneficial interest in that share capital held by that relevant major stakeholder; | | (b) | any control of voting power in the company held by an affiliated entity of the relevant major stakeholder shall be deemed to be a control of such voting power held by that relevant major stakeholder; and | | (c) | where the directors of the company are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the relevant major stakeholder, or where the relevant major stakeholder is in a position to determine the policy of the company, any interest in the company held by the affiliated entity of the relevant major stakeholder shall be deemed to be an interest held by that relevant major stakeholder. |
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