Clause 8

by inserting, immediately after the definition of “director” in section 2(1), the following definition:“ “executive officer”, in relation to an operator or a settlement institution of a payment system, means any person, by whatever name described, who —

is in the direct employment of, or acting for or by arrangement with, the operator or settlement institution, as the case may be; and

is concerned with or takes part in the management of the operator or settlement institution, as the case may be, on a day-to-day basis;”;

by deleting subsections (1) to (6) of section 22 and substituting the following subsections:“(1) Notwithstanding the provisions of any other written law, where the Authority is satisfied that a director of a Singapore operator or Singapore settlement institution of a designated payment system, or an executive officer of an operator or a settlement institution of a designated payment system —

has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 8(b) of the Financial Institutions (Miscellaneous Amendments) Act 2013, being an offence —

involving fraud or dishonesty;

the conviction for which involved a finding that he had acted fraudulently or dishonestly; or

that is specified in the Third Schedule to the Registration of Criminals Act (Cap. 268);

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;

has had a prohibition order under section 59 of the Financial Advisers Act (Cap. 110), section 35V of the Insurance Act (Cap. 142) or section 101A of the Securities and Futures Act (Cap. 289) made against him that remains in force;

has been a director of, or directly concerned in the management of, a regulated financial institution, whether in Singapore or elsewhere —

which is being or has been wound up by a court; or

the approval, authorisation, designation, recognition, registration or licence of which has been withdrawn, cancelled or revoked by the Authority or, in the case of a regulated financial institution in a foreign country or territory, by the regulatory authority in that foreign country or territory;

has wilfully contravened or wilfully caused the operator or settlement institution to contravene any provision of this Act;

has, without reasonable excuse, failed to secure the compliance of the operator or settlement institution with this Act, the Monetary Authority of Singapore Act (Cap. 186) or any of the written laws set out in the Schedule to that Act; or

has failed to discharge any of the duties of his office,the Authority may, if it thinks it necessary in the interests of the public or a section of the public, by notice in writing to the operator or settlement institution, direct the operator or settlement institution to remove the director or executive officer, as the case may be, from his office or employment within such period as may be specified by the Authority in the notice, and the operator or settlement institution shall comply with the notice.(2) Without prejudice to any other matter that the Authority may consider relevant, the Authority shall, when determining whether a director or an executive officer of an operator or a settlement institution of a designated payment system has failed to discharge the duties of his office for the purposes of subsection (1)(i), have regard to such criteria as may be prescribed.(3) Subject to subsection (4), the Authority shall not direct an operator or a settlement institution of a designated payment system to remove a person from his office or employment under subsection (1) without giving the operator or settlement institution an opportunity to be heard.(4) The Authority may direct an operator or a settlement institution of a designated payment system to remove a person from his office or employment under subsection (1) on any of the following grounds without giving the operator or settlement institution an opportunity to be heard:

the person is an undischarged bankrupt, whether in Singapore or elsewhere;

the person has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 8(b) of the Financial Institutions (Miscellaneous Amendments) Act 2013 —

involving fraud or dishonesty, or the conviction for which involved a finding that he had acted fraudulently or dishonestly; and

punishable with imprisonment for a term of 3 months or more.(5) Where the Authority directs an operator or a settlement institution of a designated payment system to remove a person from his office or employment under subsection (1), the Authority need not give that person an opportunity to be heard.(6) An operator or a settlement institution of a designated payment system which is aggrieved by a direction of the Authority under subsection (1) may, within 30 days after the operator or settlement institution is notified of the direction, appeal in writing to the Minister, whose decision shall be final.”;

by deleting subsections (9) and (10) of section 22 and substituting the following subsections:“(9) An operator or a settlement institution of a designated payment system which fails to comply with a notice 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.(10) No criminal or civil liability shall be incurred by an operator or a settlement institution of a designated payment system, or any person acting on behalf of the operator or settlement institution, in respect of anything done (including any statement made) or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of the obligations of the operator or settlement institution under this section.(11) In this section, unless the context otherwise requires —“regulated financial institution” means a person who carries on a business, the conduct of which is regulated or authorised by the Authority or, if it is carried on in Singapore, would be regulated or authorised by the Authority;“regulatory authority”, in relation to a foreign country or territory, means an authority of the foreign country or territory exercising any function that corresponds to a regulatory function of the Authority under this Act, the Monetary Authority of Singapore Act or any of the written laws set out in the Schedule to that Act;“Singapore operator” means an operator which is incorporated in Singapore;“Singapore settlement institution” means a settlement institution which is incorporated in Singapore.”;

by deleting the words “chief executive officer and directors” in the section heading of section 22 and substituting the words “director or executive officer”;

by inserting, immediately after section 28, the following sections:“Responsibilities of officers, member, etc., of operator or settlement institution28A.—

During the period when the Authority, or a person directed by the Authority under section 28(1)(c) (referred to in this section as the directed person), is in control of the operations of an operator or a settlement institution of a designated payment system —

the High Court may, on an application by the Authority or directed person, direct any person who has ceased to be or who is still any chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the operator or settlement institution to pay, deliver, convey, surrender or transfer to the Authority or directed person, within such period as the High Court may specify, any property, book, accounts, record or other documents, whether in electronic, print or other form, of the operator or settlement institution which is comprised in, forms part of or relates to the operations of the operator or settlement institution, and which is in the person’s possession or control; and

any person who has ceased to be or who is still any chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the operator or settlement institution shall give to the Authority or directed person such information as the Authority or directed person may require for the discharge of the Authority’s or directed person’s duties or functions, or the exercise of the Authority’s or directed person’s powers, in relation to the operator or settlement institution, within such time and in such manner as may be specified by the Authority or directed person.(2) Any person who —

without reasonable excuse, fails to comply with subsection (1)(b); or

in purported compliance with subsection (1)(b), knowingly or recklessly furnishes any information or document that is false or misleading in a material particular,shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.Interpretation of sections 28B, 28C and 28D28B. In this section and sections 28C and 28D, unless the context otherwise requires —“business” includes affairs, property, right, obligation and liability;“Court” means the High Court or a Judge thereof;“debenture” has the same meaning as in section 4(1) of the Companies Act (Cap. 50);“property” includes property, right and power of every description;“Registrar of Companies” means the Registrar of Companies appointed under the Companies Act and includes any Deputy or Assistant Registrar of Companies appointed under that Act;“transferee” means a person who is carrying on, or who intends to carry on, in Singapore the usual business of an operator or a settlement institution of a designated payment system, to which the whole or any part of a transferor’s business is, is to be or is proposed to be transferred under section 28C(1);“transferor” means an operator or a settlement institution of a designated payment system the whole or any part of the business of which is, is to be, or is proposed to be transferred under section 28C(1).Voluntary transfer of business28C.—

A transferor may transfer the whole or any part of its business (including any business that is not the usual business of an operator or a settlement institution of a designated payment system) to a transferee, if —

the Authority has consented to the transfer;

the transfer involves the whole or any part of the business of the transferor that is the usual business of an operator or a settlement institution of a designated payment system; and

the Court has approved the transfer.(2) Subsection (1) is without prejudice to the right of an operator or a settlement institution of a designated payment system to transfer the whole or any part of its business under any law.(3) The Authority may consent to a transfer under subsection (1)(a) if the Authority is satisfied that —

the transferee is a fit and proper person; and

the transferee will conduct the business of the transferor prudently and comply with the provisions of this Act.(4) The Authority may at any time appoint one or more persons to perform an independent assessment of, and furnish a report on, the proposed transfer of a transferor’s business (or any part thereof) under subsection (1).(5) The remuneration and expenses of any person appointed under subsection (4) shall be paid by the transferor and the transferee jointly and severally.(6) The Authority shall serve a copy of any report furnished under subsection (4) on the transferor and the transferee.(7) The Authority may require a person to furnish, within the period and in the manner specified by the Authority, any information or document that the Authority may reasonably require for the discharge of its duties or functions, or the exercise of its powers, under this section and section 28D.(8) Any person who —

without reasonable excuse, fails to comply with any requirement under subsection (7); or

in purported compliance with any requirement under subsection (7), knowingly or recklessly furnishes any information or document that is false or misleading in a material particular,shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both 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.(9) Where a person claims, before furnishing the Authority with any information or document that he is required to furnish under subsection (7), that the information or document might tend to incriminate him, the information or document shall not be admissible in evidence against him in criminal proceedings other than proceedings under subsection (8).Approval of transfer28D.—

A transferor shall apply to the Court for its approval of the transfer of the whole or any part of the business of the transferor to the transferee under section 28C(1).(2) Before making an application under subsection (1) —

the transferor shall lodge with the Authority a report setting out such details of the transfer and furnish such supporting documents as the Authority may specify;

the transferor shall obtain the consent of the Authority under section 28C(1)(a);

the transferor and the transferee shall, if they intend to serve on their respective customers a summary of the transfer, obtain the Authority’s approval of the summary;

the transferor shall, at least 15 days before the application is made but not earlier than one month after the report referred to in paragraph (a) is lodged with the Authority, publish in the Gazette and in such newspaper or newspapers as the Authority may determine a notice of the transferor’s intention to make the application and containing such other particulars as may be prescribed;

the transferor and the transferee shall keep at their respective offices in Singapore, for inspection by any person who may be affected by the transfer, a copy of the report referred to in paragraph (a) for a period of 15 days after the publication of the notice referred to in paragraph (d) in the Gazette; and

unless the Court directs otherwise, the transferor and the transferee shall serve on their respective customers affected by the transfer, at least 15 days before the application is made, a copy of the report referred to in paragraph (a) or a summary of the transfer approved by the Authority under paragraph (c).(3) The Authority and any person who, in the opinion of the Court, is likely to be affected by the transfer —

shall have the right to appear before and be heard by the Court in any proceedings relating to the transfer; and

may make any application to the Court in relation to the transfer.(4) The Court shall not approve the transfer if the Authority has not consented under section 28C(1)(a) to the transfer.(5) The Court may, after taking into consideration the views, if any, of the Authority on the transfer —

approve the transfer without modification or subject to any modification agreed to by the transferor and the transferee; or

refuse to approve the transfer.(6) If the transferee is not identified under section 7(2) as the operator or settlement institution of the designated payment system, the Court may approve the transfer on terms that the transfer shall take effect only in the event of the transferee being so identified.(7) The Court may by the order approving the transfer or by any subsequent order provide for all or any of the following matters:

the transfer to the transferee of the whole or any part of the business of the transferor;

the allotment or appropriation by the transferee of any share, debenture, policy or other interest in the transferee which under the transfer is to be allotted or appropriated by the transferee to or for any person;

the continuation by (or against) the transferee of any legal proceedings pending by (or against) the transferor;

the dissolution, without winding up, of the transferor;

the provisions to be made for persons who are affected by the transfer;

such incidental, consequential and supplementary matters as are, in the opinion of the Court, necessary to secure that the transfer is fully effective.(8) Any order under subsection (7) may —

provide for the transfer of any business, whether or not the transferor otherwise has the capacity to effect the transfer in question;

make provision in relation to any property which is held by the transferor as trustee; and

make provision as to any future or contingent right or liability of the transferor, including provision as to the construction of any instrument under which any such right or liability may arise.(9) Subject to subsection (10), where an order made under subsection (7) provides for the transfer to the transferee of the whole or any part of the transferor’s business, then by virtue of the order the business (or part thereof) of the transferor specified in the order shall be transferred to and vest in the transferee, free in the case of any particular property (if the order so directs) from any charge which by virtue of the transfer is to cease to have effect.(10) No order under subsection (7) shall have any effect or operation in transferring or otherwise vesting land in Singapore until the appropriate entries are made with respect to the transfer or vesting of that land by the appropriate authority.(11) If any business specified in an order under subsection (7) is governed by the law of any foreign country or territory, the Court may order the transferor to take all necessary steps for securing that the transfer of the business to the transferee is fully effective under the law of that country or territory.(12) Where an order is made under this section, the transferor and the transferee shall each lodge within 7 days after the order is made —

a copy of the order with the Registrar of Companies and with the Authority; and

where the order relates to land in Singapore, an office copy of the order with the appropriate authority concerned with the registration or recording of dealings in that land.(13) A transferor or transferee which contravenes subsection (12), and every officer of the transferor or transferee (as the case may be) who fails to take all reasonable steps to secure compliance by the transferor or transferee (as the case may be) with that subsection, shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part thereof during which the offence continues after conviction.”;

by inserting, immediately after the words “one half of” in section 50(1), the words “the amount of”;

by inserting, immediately after subsection (1) of section 50, the following subsection:“(1A) The Authority may, in its discretion, compound any offence under this Act (including an offence under a provision which has been repealed) which —

was compoundable under this section at the time the offence was committed; but(b)has ceased to be so compoundable,by collecting from a person reasonably suspected of having committed the offence a sum of money not exceeding one half of the amount of the maximum fine prescribed for that offence at the time it was committed.”;

by deleting the words “such sum of money” in section 50(2) and substituting the words “the sum of money referred to in subsection (1) or (1A)”;

by deleting subsection (4) of section 50 and substituting the following subsection:“(4) All sums collected by the Authority under subsection (1) or (1A) shall be paid into the Consolidated Fund.”;

by repealing section 55 and substituting the following section:“Directions and notices need not be published in Gazette

by deleting subsection (7) of section 57 and substituting the following subsection:“(7) It shall not be necessary to publish any code, guideline, policy statement or practice note issued under this section in the Gazette.”.