Singapore legislation
Section 81ZF
Section 81ZF
Approval of chairperson, chief executive officer, director and key persons
(1)
An approved holding company must ensure that it appoints or employs fit and proper persons as its chairperson, chief executive officer, directors and key management officers.
(2)
An approved holding company must not appoint a person as its chairperson, chief executive officer or director unless the approved holding company has obtained the approval of the Authority.
(3)
The Authority may, by written notice, require an approved holding company to obtain the approval of the Authority for the appointment of any person to any key management position or committee of the approved holding company and the approved holding company must comply with the notice.
(4)
An application for approval under subsection (2) or (3) must be made in such form and manner as the Authority may prescribe.
(5)
Without limiting section 81ZK and to any other matter that the Authority may consider relevant, the Authority may, in determining whether to grant its approval under subsection (2) or (3), have regard to such criteria as the Authority may prescribe or specify in directions issued by written notice.
(6)
Subject to subsection (7), the Authority must not refuse an application for approval under this section without giving the approved holding company an opportunity to be heard.
(7)
The Authority may refuse an application for approval on any of the following grounds without giving the approved holding company an opportunity to be heard:
the person is an undischarged bankrupt, whether in Singapore or elsewhere;
the person has been convicted, whether in Singapore or elsewhere, of an offence —
involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly; and
punishable with imprisonment for a term of 3 months or more.
(8)
Where the Authority refuses an application for approval under this section, the Authority need not give the person who was proposed to be appointed an opportunity to be heard.
(9)
An approved holding company must, as soon as practicable, give written notice to the Authority of the resignation or removal of its chairperson, chief executive officer, director or person referred to in the notice issued by the Authority under subsection (3).
(10)
The Authority may make regulations under section 81ZK relating to the composition and duties of the board of directors or any committee of an approved holding company.
(11)
In this section, “committee” includes any committee of directors, disciplinary committee, appeals committee or any body responsible for disciplinary action against a member of an approved exchange or approved clearing house, or a participant of a licensed trade repository, of which an approved holding company is the holding company.
(12)
The Authority may exempt an approved holding company or a class of approved holding companies from the requirement under subsection (1), (2) or (9), subject to such conditions or restrictions as the Authority may impose.
(13)
Any approved holding company which contravenes subsection (1), (2), (3) or (9) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.