Singapore legislation
Section 236B
Section 236B
Liability of corporation when employee or officer commits contravention with consent or connivance of corporation
(1)
Where an offence of contravening any provision in this Part is proved to have been committed by an employee or an officer of a corporation (called in this section the contravening person) —
with the consent or connivance of the corporation; and
for the benefit of the corporation,the corporation shall be guilty of that offence as if the corporation had committed the contravention, and shall be liable to be proceeded against and punished accordingly.
(2)
No proceedings shall be instituted against a corporation under subsection (1) after —
a court has made an order against the corporation for the payment of a civil penalty under subsection (3); or
the corporation has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 232(5) (as that provision is applied to an action under subsection (3) by subsection (6)),in respect of the same contravention.
(3)
Where it appears to the Authority that a corporation is liable to be punished under subsection (1) for a contravention committed by a contravening person, the Authority may, with the consent of the Public Prosecutor, bring an action in a court against the corporation to seek an order for a civil penalty in respect of that contravention as if the corporation had committed the contravention, whether or not such action is brought against the contravening person.
(4)
If the court in subsection (3) is satisfied on a balance of probabilities that the corporation is liable to be punished under subsection (1) for a contravention of any provision of this Part, the court may make an order against the corporation for the payment of a civil penalty of a sum not less than $100,000 but not exceeding the greater of the following:
3 times —
the amount of the profit that the corporation gained as a result of the contravention by the contravening person; or
the amount of the loss that the corporation avoided as a result of the contravention by the contravening person;
$2 million.
(5)
[Deleted by Act 4 of 2017]
(6)
Sections 232(4) to (7) and 233 apply in relation to an action brought against a corporation under subsection (3) as they apply in relation to an action under section 232.
(7)
Any defence that would be available to —
the contravening person if the contravening person were prosecuted for the contravening person’s contravention; or
the corporation if it were prosecuted under subsection (1) in respect of that contravention,is also available to the corporation in an action under subsection (3) in respect of that contravention.
(8)
The means by which consent or connivance of the corporation under subsection (1) or (3) may be established include proving that —
the corporation’s board of directors intentionally, knowingly or recklessly carried out the relevant conduct, or expressly, tacitly or impliedly authorised or permitted the contravention;
a high managerial agent of the corporation intentionally, knowingly or recklessly engaged in the relevant conduct, or expressly, tacitly or impliedly authorised or permitted the contravention; or
a corporate culture existed within the corporation that directed or encouraged non‑compliance with the relevant provision.
(9)
In this section —
Definition
“board of directors” means the body (by whatever name called) exercising the executive authority of the corporation;
Definition
“corporate culture” means an attitude, policy, rule, course of conduct or practice existing within the corporation generally or in the part of the corporation in which the relevant activity takes place;
Definition
“high managerial agent” means an employee, agent or officer of the corporation with duties of such responsibility that his or her conduct may fairly be assumed to represent the corporation’s policy.