Singapore legislation

Clause 11

Application and interpretation of this Part

(1)

This Part shall apply to, and in relation to —

(a)

all individuals, whether resident in Singapore or not and whether citizens of Singapore or not; and (b)all bodies corporate or unincorporate, whether incorporated, formed or established, or carrying on business in Singapore or not.

(2)

In this Part, unless the context otherwise requires —

Definition

“12% controller” means a person, not being a 20% controller, who alone or together with his associates —

(a)

holds not less than 12% of the total number of issued shares in the designated financial holding company; or

(b)

is in a position to control voting power of not less than 12% in the designated financial holding company;

Definition

“20% controller” means a person who, alone or together with his associates —

(a)

holds not less than 20% of the total number of issued shares in the designated financial holding company; or

(b)

is in a position to control voting power of not less than 20% in the designated financial holding company;

Definition

“arrangement” includes any formal or informal scheme, arrangement or understanding, and any trust whether express or implied;

Definition

“designated financial holding company with bank subsidiary” and “financial holding company with bank subsidiary” mean a designated financial holding company and a financial holding company, respectively, each of which has a subsidiary that is a bank incorporated in Singapore;

Definition

“designated financial holding company without bank subsidiary” and “financial holding company without bank subsidiary” mean a designated financial holding company and a financial holding company, respectively, that do not have a subsidiary that is a bank incorporated in Singapore;

Definition

“indirect controller” means any person, whether acting alone or together with any other person, and whether with or without holding shares or controlling voting power in a designated financial holding company —

(a)

in accordance with whose directions, instructions or wishes the directors of the designated financial holding company are accustomed or under an obligation, whether formal or informal, to act; or

(b)

who is in a position to determine the policy of the designated financial holding company,but does not include —

(i)

any person who is a director or other officer of the designated financial holding company whose appointment has been approved by the Authority; and

(ii)

any person in accordance with whose directions, instructions or wishes the directors of the designated financial holding company are accustomed to act by reason only that they act on advice given by him in his professional capacity;

Definition

“voting shares” has the same meaning as in section 4(1) of the Companies Act (Cap. 50).

(3)

For the purposes of subsection (2) —

(a)

a person holds a share if —

(i)

he is deemed to have an interest in that share under section 7(6) of the Companies Act; or

(ii)

he otherwise has a legal or an equitable interest in that share except for such interests as is to be disregarded under section 7(7) to (9) of the Companies Act;

(b)

a reference to the control of a percentage of the voting power in a designated financial holding company is a reference to the control, whether direct or indirect, of that percentage of the total number of votes that might be cast in a general meeting of the designated financial holding company; and

(c)

a person, A, is an associate of another person, B, if —

(i)

A is the spouse, or a parent, remoter lineal ancestor or step-parent, or a son, daughter, remoter issue, step‑son or step‑daughter, or a brother or sister, of B;

(ii)

A is a corporation whose directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B, or where B is a corporation, of the directors of B;

(iii)

B is a corporation whose directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of A, or where A is a corporation, of the directors of A;

(iv)

A is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B;

(v)

B is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of A;

(vi)

A is a related corporation of B;

(vii)

A is a corporation in which B, alone or together with other associates of B as described in sub‑paragraphs (ii) to (vi), is in a position to control not less than 20% of the voting power in A;

(viii)

B is a corporation in which A, alone or together with other associates of A as described in sub‑paragraphs (ii) to (vi), is in a position to control not less than 20% of the voting power in B; or

(ix)

A is a person with whom B has an agreement or arrangement, whether oral or in writing and whether express or implied, to act together with respect to the acquisition, holding or disposal of shares or other interests in, or with respect to the exercise of their voting power in relation to, the designated financial holding company.

Read in full context — Financial Holding Companies Bill →