PART 1 | Citation and commencement |
| 1. These Regulations are the Securities and Futures (Corporate Governance of Approved Exchanges, Approved Clearing Houses, Licensed Trade Repositories and Approved Holding Companies) Regulations 2024 and come into operation on 15 July 2024. |
2.—(1) In these Regulations —“associated corporation” —| (a) | in relation to a corporation (X), means —| (i) | any corporation (Y) in which X or its subsidiary has, or X and its subsidiary 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 Y; or | | (ii) | any corporation, other than a subsidiary of X or a corporation which is an associated corporation by virtue of paragraph (a), the policies of which X or its subsidiary is, or X together with its subsidiary are, able to control or influence materially; and |
| | (b) | in relation to an individual, means —| (i) | any corporation in which the individual controls the composition of the board of directors; | | (ii) | any corporation in which the individual controls more than half of the voting power; | | (iii) | any corporation in which the individual holds more than half of the issued share capital; or | | (iv) | any corporation in which the individual is, or the associates of the individual are, or the individual and his or her associates are, entitled to exercise or control the exercise of not less than 20% of the voting power; |
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| “Audit Committee” means an Audit Committee mentioned in regulation 14; |
| “board committee” means any of the committees mentioned in regulation 8(1) or the Executive Committee mentioned in regulation 7; |
“chief regulatory officer”, in relation to a regulated institution other than a licensed trade repository and an approved holding company of a licensed trade repository, means any person, by whatever name described, who is —| (a) | in the direct employment of, or acting for or by arrangement with, the regulated institution; and | | (b) | principally responsible for overseeing regulatory issues and putting in place processes to manage any perceived or actual conflicts of interest arising from the regulatory and commercial functions of the regulatory institution; |
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“chief risk officer”, in relation to a regulated institution, means any person, by whatever name described, who is —| (a) | in the direct employment of, or acting for or by arrangement with, the regulated institution; and | | (b) | principally responsible for managing the risk management systems and putting in place processes to identify, measure, monitor, control and report risks of the regulated institution; |
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| “Conflicts Committee” means a Conflicts Committee mentioned in regulation 15; |
| “executive director” means a director who is concurrently an executive officer, and “non‑executive director” is construed accordingly; |
“executive officer”, in relation to a corporation, means any person, by whatever name described, who —| (a) | is in the direct employment of, or acting for or by arrangement with, the corporation; and | | (b) | is concerned with, or takes part in, the management of the corporation on a day‑to‑day basis; |
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“independent director”, in relation to a regulated institution, means a director who —| (a) | is independent from any management and business relationship with the regulated institution; | | (b) | is independent from any substantial shareholder of the regulated institution; and | | (c) | has not served on the board of the regulated institution for a continuous period of 9 years or longer; |
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“member” —| (a) | in relation to an approved exchange or an approved clearing house, has the same meaning given by section 2(1) of the Act; and | | (b) | in relation to an approved holding company, means a person who holds membership of any class or description in an approved exchange or an approved clearing house of which the approved holding company is the holding company; |
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| “Nominating Committee” means a Nominating Committee mentioned in regulation 9; |
| “permanent resident” means any individual who is not subject to any restriction as to his or her period of residence in Singapore imposed under the provisions of any written law relating to immigration for the time being in force; |
| “regulated institution” means an approved exchange, an approved clearing house, a licensed trade repository or an approved holding company; |
| “Remuneration Committee” means a Remuneration Committee mentioned in regulation 13; |
| “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 of the company 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 the 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. |
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| (3) In these Regulations, a reference to a member of the immediate family of an individual is a reference to the individual’s spouse, child, adopted child, stepchild, parent, step‑parent, brother, stepbrother, sister or stepsister. |
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