Singapore legislation

Regulation 7

of Banking (Corporate Governance) Regulations 2005

Regulation 7

Independence from substantial shareholder

Amended byS 754/2010 wef 09/12/2010

Subregulation 1

In these Regulations, subject to regulation 8, a director of a company shall be considered to be independent from a substantial shareholder of the company or of any other company, as the case may be, if he is not that substantial shareholder and is not connected to that substantial shareholder.

Subregulation 2

Amended byS 754/2010 wef 09/12/2010

Notwithstanding paragraph (1), a director of a bank incorporated in Singapore which is —

(a)

the immediate subsidiary of another bank incorporated in Singapore (referred to in this paragraph as the parent bank); or (b)the sole subsidiary of a financial holding company which does not carry on any business other than the holding of the bank,shall, if he is not a substantial shareholder of the bank incorporated in Singapore, the parent bank or the financial holding company, as the case may be, and is not connected to —

(i)

a substantial shareholder of the bank (other than the parent bank or financial holding company); or

(ii)

a substantial shareholder of the parent bank or financial holding company, as the case may be, be treated as if he were independent from the substantial shareholder of the bank incorporated in Singapore for the purposes of regulations 9(1), 10, 12(1), 16(1), 17(1) and 17A(1).

Subregulation 3

For the purposes of paragraph (1), a person is connected to a substantial shareholder if he is —

(a)

in the case where the substantial shareholder is an individual —

(i)

a member of the immediate family of the substantial shareholder;

(ii)

employed by the substantial shareholder; (iii)employed by an affiliate of the substantial shareholder;

(iv)

an executive director of an affiliate of the substantial shareholder;

(v)

a non-executive director of an affiliate of the substantial shareholder;

(vi)

a partner of a firm or a limited liability partnership of which the substantial shareholder is also a partner; or

(vii)

accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the substantial shareholder; or

(b)

in the case where the substantial shareholder is a corporation —

(i)

employed by the substantial shareholder; (ii)employed by an affiliate of the substantial shareholder;

(iii)

a director of the substantial shareholder;