Singapore legislation
Clause 22
Clause 22
Removal of chief executive officer and directors
(1)
Where the Authority is satisfied that the chief executive officer or a director of an operator of a designated payment system —
has wilfully contravened or wilfully caused that operator of the designated payment system to contravene this Act;
has without reasonable justification or excuse failed to ensure compliance with this Act;
has failed to discharge the duties or functions of his office or employment;
is an undischarged bankrupt, whether in Singapore or elsewhere;
has had execution against him in respect of a judgment debt returned unsatisfied in whole or in part;
has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his creditors, being a compromise or scheme of arrangement that is still in operation; or (g)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 had acted fraudulently or dishonestly,the Authority may, if it thinks it necessary in the interests of the public or a section of the public, by notice in writing direct the operator of the designated payment system to remove the chief executive officer or director from his office or employment, and that operator shall comply with such notice notwithstanding the provisions of section 152 of the Companies Act (Cap. 50).
(2)
Without prejudice to any other matter that the Authority may consider relevant, the Authority may, in determining whether the chief executive officer or a director of an operator of a designated payment system has failed to discharge the duties or functions of his office or employment for the purposes of subsection (1)(c), have regard to such criteria as the Authority may prescribe or specify in written directions.
(3)
Subject to subsection (4), the Authority shall not direct an operator of a designated payment system to remove from office or employment the chief executive officer or a director without giving that operator an opportunity to be heard.
(4)
The Authority may direct an operator of a designated payment system to remove the chief executive officer or a director from his office or employment under subsection (1) on any of the following grounds without giving the operator an opportunity to be heard:
the chief executive officer or director is an undischarged bankrupt, whether in Singapore or elsewhere; (b)the chief executive officer or director 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 had acted fraudulently or dishonestly; and (ii)punishable with imprisonment for a term of 3 months or more.
(5)
Where the Authority directs an operator of a designated payment system to remove from his office or employment the chief executive officer or director under subsection (1), the Authority need not give that chief executive officer or director an opportunity to be heard.
(6)
Any operator who is aggrieved by a direction of the Authority under subsection (1) may, within 30 days after the operator is notified of the direction, appeal in writing to the Minister whose decision shall be final.
(7)
Notwithstanding the lodging of an appeal under subsection (6), any action taken by the Authority under this section shall continue to have effect pending the decision of the Minister.
(8)
The Minister may, when deciding an appeal under subsection (6), make such modifications as he considers necessary to any action taken by the Authority under this section, and such modified action shall have effect from the date of the Minister’s decision.
(9)
Subject to subsection (10), no criminal or civil liability shall be incurred by —
an operator of a designated payment system; or
any person acting on behalf of an operator of a designated payment system,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 operator of a designated payment system which, without reasonable excuse, contravenes a written direction 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 thereof during which the offence continues after conviction.