Singapore legislation
Section 46AAC
Section 46AAC
Effect of assumption of control under section 46AAB
(1)
Upon assuming control of the relevant business of an approved exchange or a recognised market operator, 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 an approved exchange or a recognised market operator, the Authority or statutory manager —
must manage the relevant business of the approved exchange or recognised market operator (as the case may be) in the name of and on behalf of the approved exchange or recognised market operator, as the case may be; and
is to be treated to be an agent of the approved exchange or recognised market operator, as the case may be.
(3)
In managing the relevant business of an approved exchange or a recognised market operator, the Authority or statutory manager —
must consider the interests of the public or the section of the public mentioned in section 46AAB(1)(c)(i), and the need to protect investors; and
has all the duties, powers and functions of the members of the board of directors of the approved exchange or recognised market operator (as the case may be) (collectively and individually) under this Act, the Companies Act 1967 and the constitution of the approved exchange or recognised market operator (as the case may be), including powers of delegation, in relation to the relevant business of the approved exchange or recognised market operator (as the case may be); but nothing in this paragraph requires the Authority or statutory manager to call any meeting of the approved exchange or recognised market operator (as the case may be) under the Companies Act 1967 or the constitution of the approved exchange or recognised market operator (as the case may be).
(4)
Upon the assumption of control of the relevant business of an approved exchange or a recognised market operator by the Authority or statutory manager, any appointment of a person as the chief executive officer or a director of the approved exchange or recognised market operator (as the case may be), which was in force immediately before the assumption of control, is treated to be revoked unless the Authority gives its approval, by written notice to the person and the approved exchange or recognised market operator (as the case may be), for the person to remain in the appointment.
(5)
During the period when the Authority or statutory manager is in control of the relevant business of an approved exchange or a recognised market operator, a person must not, except with the approval of the Authority, be appointed as the chief executive officer or a director of the approved exchange or recognised market operator, as the case may be.
(6)
Where the Authority has given its approval under subsection (4) or (5) for a person to remain in the appointment of, or to be appointed as, the chief executive officer or a director of an approved exchange or a recognised market operator, the Authority may at any time, by written notice to the person, and the approved exchange or recognised market operator (as the case may be), revoke that approval, and the appointment is treated to be revoked on the date specified in the notice.
(7)
If any person, whose appointment as the chief executive officer or a director of an approved exchange or a recognised market operator is revoked under subsection (4) or (6), acts or purports to act after the revocation as the chief executive officer or a director of the approved exchange or recognised market operator (as the case may be) during the period when the Authority or statutory manager is in control of the relevant business of the approved exchange or recognised market operator (as the case may be) —
the act or purported act of the person is invalid and of no effect; and
the person shall be guilty of an offence.
(8)
If any person who is appointed as the chief executive officer or a director of an approved exchange or a recognised market operator in contravention of subsection (5) acts or purports to act as the chief executive officer or a director of the approved exchange or recognised market operator (as the case may be) during the period when the Authority or statutory manager is in control of the relevant business of the approved exchange or recognised market operator (as the case may be) —
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 an approved exchange or a recognised market operator —
if there is any conflict or inconsistency between —
a direction or decision given by the Authority or statutory manager (including a direction or decision given to a person or body of persons mentioned in sub‑paragraph (ii)); and
a direction or decision given by any chief executive officer, director, member, executive officer, employee, agent or office holder, or the board of directors, of the approved exchange or recognised market operator (as the case may be),the direction or decision mentioned 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 approved exchange or recognised market operator (as the case may be) 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 $150,000 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 $15,000 for every day or part of a day during which the offence continues after conviction.
(11)
Subsections (4), (5), (7) and (8) have effect despite any written law or rule of law to the contrary.