Singapore legislation

Schedule 1

of Singapore Accountancy Commission Bill

Schedule 1

Constitution and proceedings of Commission

FIRST SCHEDULESections 2(1) and 5(3)Constitution and proceedings of CommissionTerms of office of Chairman and members

1. The Chairman and other members shall hold office for such period and on such terms and conditions as the Minister may determine, and shall be eligible for re‑appointment.Role of Deputy Chairman

2. Where the Minister has appointed a Deputy Chairman under section 5(2)(a), the Deputy Chairman so appointed may, subject to such direction as may be given by the Chairman, exercise any or all of the powers exercisable by the Chairman under this Act.Temporary Chairman 3. The Minister may appoint any person to be a temporary Chairman during the temporary incapacity from illness or otherwise, or during the temporary absence from Singapore, of the Chairman.Chairman may delegate functions

4. The Chairman may, in writing, authorise any member to exercise any power or perform any function conferred on the Chairman by or under this Act, except the power of delegation conferred on the Chairman by this paragraph.Revocation of appointment

5. The Minister may, at any time, revoke the appointment of the Chairman or any other member if he considers such revocation necessary in the interest of the effective and economical performance of the functions of the Commission under this Act or in the public interest.Resignation

6. The Chairman or any other member may resign from his office at any time by giving not less than one month’s notice in writing to the Minister.Vacation of office

7. The office of any member shall become vacant —

(a)

on his death;

(b)

if he fails to attend 3 consecutive meetings of the Commission without sufficient cause (the sufficiency thereof to be decided by the Commission);

(c)

if he becomes in any manner disqualified from membership of the Commission;

(d)

if he is adjudicated a bankrupt;

(e)

if he resigns from his office; or

(f)

if his appointment is revoked.Filling of vacancies

8. If a vacancy occurs in the membership of the Commission, the Minister may, subject to paragraph 9, appoint any person to fill the vacancy, and the person so appointed shall hold office for the remainder of the term for which the vacating member was appointed.Disqualification from membership

9. No person shall be appointed or shall continue to hold office as a member if he —

(a)

is incapacitated by physical or mental illness;

(b)

is an undischarged bankrupt or has made any arrangement or composition with his creditors;

(c)

is convicted of an offence involving dishonesty, fraud or moral turpitude and has not received a free pardon;

(d)

has been sentenced to imprisonment for a term of 6 months or more and has not received a free pardon; or

(e)

is otherwise unable or unfit to discharge the functions of a member.Disclosure of interest by members10.—

(1)

A member who is in any way, directly or indirectly, interested in a contract, transaction or project of, or any matter before, the Commission shall disclose the nature of his interest at the first meeting of the Commission at which he is present after the relevant facts have come to his knowledge.(2) A disclosure by a member under sub-paragraph (1) shall be recorded in the minutes of the meeting of the Commission and, after the disclosure, that member —

(a)

shall not take part in any deliberation or decision of the Commission with respect to that contract, transaction, project or matter; and

(b)

shall be disregarded for the purpose of constituting a quorum of the Commission for such deliberation or decision.(3) For the purposes of this paragraph and paragraph 14(2), a member whose spouse, parent, step-parent, son, adopted son, step-son, daughter, adopted daughter or step-daughter has an interest in the contract, transaction, project or matter referred to in sub-paragraph (1) shall be deemed to be interested in such contract, transaction, project or matter.Salaries, fees and allowances payable to members of Commission

11. There shall be paid to the members of the Commission, out of the funds of the Commission, such salaries, fees and allowances as the Minister may, from time to time, determine.Procedure at meetings12.—

(1)

The Chairman or any officer authorised by him shall, subject to such standing orders as may be made by the Commission under sub-paragraph (2), summon all meetings of the Commission for the despatch of business.(2) Subject to the provisions of this Act, the Commission may make standing orders to regulate its own procedure generally and, in particular, regarding the holding of meetings, the notice to be given of such meetings, the proceedings thereat, the keeping of minutes, the custody, production and inspection of such minutes, and the opening, keeping, closing and auditing of accounts.(3) Where not fewer than 4 members, by notice in writing signed by them, request the Chairman to convene a meeting of the Commission for any purpose specified in the notice, the Chairman shall, within 7 days from the receipt of the notice, convene a meeting for that purpose.Quorum 13.—

(1)

At every meeting of the Commission, one-third of the number of members or 4 members, whichever is the higher, shall constitute a quorum and no business shall be transacted unless a quorum is present.(2) The Chairman or, in his absence, the Deputy Chairman shall preside at meetings of the Commission, and if both the Chairman and Deputy Chairman are absent from any meeting or part thereof —

(a)

a member authorised in writing by the Chairman; or

(b)

in any other case, such member as the members present may elect,shall preside at that meeting or part thereof.(3) A decision at a meeting of the Commission shall be adopted by a simple majority of the members present and voting except that, in the case of an equality of votes, the Chairman or any other member presiding at the meeting shall have a casting vote in addition to his original vote.Transaction of business of Commission outside meetings14.—

(1)

Subject to the approval of a simple majority of all the members of the Commission, the Commission may transact any of its business by the circulation of papers among members of the Commission.(2) A member who is in any way, directly or indirectly, interested in the business being transacted by circulation of papers shall disclose the nature of his interest in writing to the Chairman at the first opportunity after the relevant facts have come to his knowledge, which disclosure shall be recorded and treated as having been made in accordance with paragraph 10, and that member shall not take part in any deliberation or decision with respect to that business.(3) A decision in writing made by a simple majority of the members for the time being entitled to take part in the decision in respect thereof shall be taken to be a decision of the Commission, and shall be as valid and effectual as if it had been made at a meeting of the Commission duly convened and held.(4) Separate copies of a decision in writing may be distributed for signing by the members if the wording of the decision and approval is identical in each copy.(5) For the purpose of a decision under this paragraph, the Chairman and each member shall have the same voting rights as they have at any meeting of the Commission.(6) The decision of the Commission shall be made when the last member thereof required for the majority signs and his decision is duly delivered in the manner provided in sub-paragraph (9).(7) The Chairman may stipulate a period of time within which a decision may be made under this paragraph.(8) The Commission may, if it thinks fit, deliberate on matters by the circulation of papers among all of the members of the Commission.(9) For the purposes of this paragraph, papers (including disclosures and decisions) may be circulated among members, or delivered to such officer or employee of the Commission as may be designated by the Chairman, by hand or facsimile or electronic transmission of the information in the papers concerned.Validity of act or proceeding

15. No act or proceeding of the Commission shall be questioned on the ground —

(a)

of any vacancy in, or defect in the constitution of, the Commission;

(b)

of any defect in the appointment of any person acting as the Chairman or as any other member;

(c)

of any omission, defect or irregularity in the procedure of the Commission not affecting the merits of the case; or

(d)

that any member has contravened paragraph 10 or 14(2).