Singapore legislation
Section 81ZJ
Section 81ZJ
Power of Authority to remove officers
(1)
Where the Authority is satisfied that an officer of an approved holding company —
has wilfully contravened or wilfully caused that approved holding company to contravene this Act;
has, without reasonable excuse, failed to ensure compliance with this Act by that approved holding company;
has failed to discharge the duties or functions of his or her office or employment;
is an undischarged bankrupt, whether in Singapore or elsewhere;
has had execution against him or her in respect of a judgment debt returned unsatisfied in whole or in part;
has, whether in Singapore or elsewhere, made a compromise or scheme of arrangement with his or her creditors, being a compromise or scheme of arrangement that is still in operation; or
has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that he or she acted fraudulently or dishonestly,the Authority may, if it thinks it necessary in the interests of the public or a section of the public or for the protection of investors, by written notice direct that approved holding company to remove the officer from his or her office or employment and that approved holding company must comply with such notice, despite section 152 of the Companies Act 1967.
(2)
Without affecting any other matter that the Authority may consider relevant, the Authority may, in determining whether an officer of an approved holding company has failed to discharge the duties or functions of his or her office or employment for the purposes of subsection (1)(c), have regard to such criteria as the Authority may prescribe or specify in directions issued by written notice.
(3)
Subject to subsection (4), the Authority must not direct an approved holding company to remove an officer from his or her office or employment without giving the approved holding company an opportunity to be heard.
(4)
The Authority may direct an approved holding company to remove an officer from his or her office or employment under subsection (1) on any of the following grounds without giving the approved holding company an opportunity to be heard:
the officer is an undischarged bankrupt, whether in Singapore or elsewhere;
the officer has been convicted, whether in Singapore or elsewhere, of an offence —
involving fraud or dishonesty or the conviction for which involved a finding that he or she had acted fraudulently or dishonestly; and
punishable with imprisonment for a term of 3 months or more.
(5)
Where the Authority directs an approved holding company to remove an officer from his or her office or employment under subsection (1), the Authority need not give that officer an opportunity to be heard.
(6)
Any approved holding company that is aggrieved by a direction of the Authority made in relation to the approved holding company under subsection (1) may, within 30 days after the approved holding company is notified of the direction, appeal to the Minister whose decision is final.
(7)
Despite the lodging of an appeal under subsection (6), any action taken by the Authority under this section continues to have effect pending the Minister’s decision.
(8)
The Minister may, when deciding an appeal under subsection (6), make such modification as he or she considers necessary to any action taken by the Authority under this section, and such modified action has effect from the date of the Minister’s decision.
(9)
Subject to subsection (10), no criminal or civil liability shall be incurred by an approved holding company in respect of any thing done or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of its obligations under this section.
(10)
Any approved holding company which, without reasonable excuse, contravenes a written notice issued under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 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.