Singapore legislation
Regulation 9
Regulation 9
Board of directors
Subregulation 1
Subject to paragraphs (2), (3) and (4) and regulations 8(3) and 22, a bank incorporated in Singapore shall have a board of directors comprising —
in the case of a foreign-owned bank incorporated in Singapore, at least one-third of directors who are Singapore citizens or permanent residents or, in any other case, at least a majority of directors who are Singapore citizens or permanent residents; and
at least a majority of directors 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 board of directors 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 who are independent directors.
Subregulation 3
If a member of the board of directors resigns or ceases to be a member of the board of directors for any other reason, the bank shall —
notify the Authority of the event within 14 days after the occurrence of the event; and
on or before its next annual general meeting, appoint such number of new directors as may be necessary to rectify the composition of the board of directors in accordance with the requirements prescribed under paragraph (1).
Subregulation 4
Notwithstanding paragraph (3), the Authority may, upon being notified under paragraph (3)(a), direct the bank to rectify the composition of the board of directors in accordance with the requirements under paragraph (1) within such time before the next annual general meeting of the bank and subject to such conditions or restrictions as the Authority may specify, and the bank shall comply with that direction.
Subregulation 5
The board of directors shall maintain records of all its meetings.
Subregulation 6
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 6A
Any bank which contravenes paragraph (3)(a) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.
Subregulation 7
Any bank which fails to comply with any condition or restriction imposed by the Authority under paragraph (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.