Financial Holding Companies (Corporate Governance of Designated Financial Holding Companies with Bank Subsidiary) Regulations 2022

No. S 522

Financial Holding Companies Act 2013

Financial Holding Companies
(Corporate Governance of
Designated Financial Holding Companies with
Bank Subsidiary) Regulations 2022

In exercise of the powers conferred by section 59(1) of the Financial Holding Companies Act 2013, the Monetary Authority of Singapore makes the following Regulations:

PART 1

PRELIMINARY

Citation and commencement

1. These Regulations are the Financial Holding Companies (Corporate Governance of Designated Financial Holding Companies with Bank Subsidiary) Regulations 2022 and come into operation on 30 June 2022.

Definitions

2.—(1) In these Regulations, unless the context otherwise requires —

“affiliate”, in relation to a substantial shareholder of a DFHC, means any company that is an associate of the substantial shareholder, other than —

(a)	the DFHC and any company in which the DFHC acquires or holds, directly or indirectly, a major stake; or
(b)	where the DFHC is a subsidiary of another FHC — the second‑mentioned FHC and any company in which the second‑mentioned FHC acquires or holds, directly or indirectly, a major stake;

“associate” has the meaning given by paragraph 1 of the Schedule to the Act;

“Audit Committee” means an Audit Committee mentioned in regulation 15;

“Board” —

(a)	in relation to a DFHC (Bank) — means the board of directors of the DFHC (Bank); or
(b)	in relation to a major stake financial company — means the board of directors of the major stake financial company;

“designated FHC” or “DFHC” means a designated financial holding company;

“designated FHC with bank subsidiary” or “DFHC (Bank)” means a DFHC that has a subsidiary that is a bank incorporated in Singapore;

“executive director”, in relation to a corporation, means a director who is concurrently an executive officer of that corporation, and “non‑executive director” is to be construed accordingly;

“FHC” means a financial holding company;

“financial year” has the meaning given by section 4(1) of the Companies Act 1967;

“foreign‑owned designated FHC with bank subsidiary” or “foreign‑owned DFHC (Bank)” means a DFHC (Bank) that 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, stepchild, parent, step‑parents, brother, stepbrother, sister or stepsister;

“independent director”, in relation to a DFHC, means a director who —

(a)	is independent from any management and business relationship with the DFHC;
(b)	is independent from any substantial shareholder of the DFHC; and
(c)	has not served on the Board for a continuous period of 9 years or longer;

“major stake” has the meaning given by section 31(10) of the Act;

“major stake financial company” means any company in which a DFHC (Bank) acquires or holds a major stake and that is a financial institution approved, licensed, registered or otherwise regulated by the Authority;

“Nominating Committee” means a Nominating Committee mentioned in regulation 9;

“Remuneration Committee” means a Remuneration Committee mentioned in regulation 14;

“Risk Management Committee” means a Risk Management Committee mentioned in regulation 16.

(2) In these Regulations, in relation to a company that has dispensed with the holding of annual general meetings under section 175A of the Companies Act 1967 —

(a)	a reference to the doing of anything at an annual general meeting is a reference to the doing of that thing by way of a resolution by written means in accordance with the Companies Act 1967; and
(b)	a reference to the date of an annual general meeting of such a company is, unless the meeting is held, a reference to the date of expiry of the period within which the meeting is required by law to be held.

Made on 28 June 2022.

RAVI MENON

Managing Director,
Monetary Authority of Singapore.

[FSG BK 01/2022; AG/LEGIS/SL/110A/2020/4 Vol. 1]

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