Singapore legislation
Regulation 12
Regulation 12
Nominating Committee
Subregulation 1
Subject to paragraphs (2) and (4) and regulations 8(3) and 22, a bank incorporated in Singapore shall have a Nominating Committee comprising —
in the case of a foreign-owned bank incorporated in Singapore, at least 3 but not exceeding 5 members of the board of directors or, in any other case, 5 members of the board of directors, or such greater number (not exceeding 7) of members of the board of directors as the Authority may approve; and
at least a majority of directors (including the chairman of the Nominating Committee) who are independent directors.
Subregulation 2
Where a single substantial shareholder holds 50% or more of the share capital or the voting power in a bank incorporated in Singapore, paragraph (1)(b) shall not apply to the bank only if the bank has a Nominating Committee comprising —
at least a majority of directors who are independent from management and business relationships with the bank; and
at least one-third of directors (including the chairman of the Nominating Committee) who are independent directors.
Subregulation 3
Every member of the Nominating Committee shall be appointed to hold office until the next annual general meeting following that member’s appointment, and shall be eligible for re-appointment.
Subregulation 4
If a member of the Nominating Committee resigns, ceases to be a director or for any other reason ceases to be a member of the Nominating Committee —
the bank shall notify the Authority of the event within 14 days after the occurrence of the event; and (b)if this results in a breach of any requirement under paragraph (1), the board of directors shall, within 3 months after that event, appoint such number of new members as may be necessary to rectify the composition of the Nominating Committee in accordance with that requirement.
Subregulation 4A
Where before 9th December 2010, a bank incorporated in Singapore has appointed, as the chairman of its Nominating Committee, any person who is not independent from any substantial shareholder of the bank or who has served on the board of the bank for a continuous period of 9 years or longer, the bank shall not be prohibited from re-appointing that person as chairman of the Nominating Committee immediately upon the expiry of the earlier term of appointment.
Subregulation 5
Any bank which contravenes paragraph (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part thereof during which the offence continues after conviction.
Subregulation 6
Any bank which contravenes paragraph (4)(a) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.