Singapore legislation
Section 50
Section 50
Effect of assumption of control under section 49
(1)
Upon assuming control of the relevant business of a bank, the Authority or statutory manager (as the case may be) must take custody or control of the relevant business.
(2)
During the period when the Authority or statutory manager is in control of the relevant business of a bank, the Authority or statutory manager must manage the relevant business of the bank in the name of and on behalf of the bank and is deemed to be an agent of the bank.
(3)
In managing the relevant business of a bank, the Authority or statutory manager —
must take into consideration the interests of the depositors of the bank; and
has all the duties, powers and functions of the members of the board of directors of the bank (collectively and individually) under this Act, the Companies Act 1967 and the constitution of the bank, including powers of delegation, in relation to the relevant business of the bank; but nothing in this paragraph requires the Authority or statutory manager to call any meeting of the bank under the Companies Act 1967 or the constitution of the bank.
(4)
Despite any written law or rule of law, upon the assumption of control of the relevant business of a bank by the Authority or statutory manager —
where the bank is incorporated in Singapore, any appointment of a person as chief executive or director of the bank; or
where the bank is incorporated outside Singapore, any appointment of a person as chief executive of the bank, insofar as the appointment relates to the relevant business of the bank,which was in force immediately before the assumption of control, is deemed to be revoked unless the Authority gives its approval, by written notice to the person and the bank, for the person to remain in the appointment.
(5)
Despite any written law or rule of law, during the period when the Authority or statutory manager is in control of the relevant business of a bank, a person must not be appointed —
where the bank is incorporated in Singapore, as chief executive or director of the bank; or
where the bank is incorporated outside Singapore, as chief executive of the bank, insofar as the appointment relates to the relevant business of the bank,except with the approval of the Authority.
(6)
Where the Authority has given its approval under subsection (4) or (5) to a person to remain in the appointment of, or to be appointed as, chief executive or director of a bank, the Authority may at any time, by written notice to the person, revoke its approval and such appointment is deemed to be revoked on the date specified in the notice.
(7)
Despite any written law or rule of law, if any person whose appointment as chief executive or director of a bank is revoked under subsection (4) or (6) acts or purports to act after the revocation —
where the bank is incorporated in Singapore, as chief executive or director of the bank; or
where the bank is incorporated outside Singapore, as chief executive of the bank in relation to the relevant business of the bank,during the period when the Authority or statutory manager is in control of the relevant business of the bank —
the act or purported act of the person is invalid and of no effect; and
the person shall be guilty of an offence.
(8)
Despite any written law or rule of law, if any person who is appointed as chief executive or director of a bank in contravention of subsection (5) acts or purports to act —
where the bank is incorporated in Singapore, as chief executive or director of the bank; or
where the bank is incorporated outside Singapore, as chief executive of the bank in relation to the relevant business of the bank,during the period when the Authority or statutory manager is in control of the relevant business of the bank —
the act or purported act of the person is invalid and of no effect; and
the person shall be guilty of an offence.
(9)
During the period when the Authority or statutory manager is in control of the relevant business of a bank —
if there is any conflict or inconsistency between —
a direction or decision given by the Authority or statutory manager (including a direction or decision to a person or body of persons mentioned in sub‑paragraph (ii)); and
a direction or decision given by any chief executive, director, member, executive officer, employee, agent or office holder, or the board of directors, of the bank, or any trustee for the bank,the direction or decision referred to in sub‑paragraph (i), to the extent of the conflict or inconsistency, prevails over the direction or decision mentioned in sub‑paragraph (ii); and
a person must not exercise any voting or other right attached to any share in the bank in any manner that may defeat or interfere with any duty, function or power of the Authority or statutory manager, and any such act or purported act is invalid and of no effect.
(10)
Any person who is guilty of an offence under subsection (7) or (8) shall be liable on conviction to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part of a day during which the offence continues after conviction.
(11)
In this section, “constitution of the bank” means the memorandum of association and articles of association of the bank or other instrument under which the bank is incorporated.