Singapore legislation
Clause 48
Clause 48
Effect of assumption of control under section 47
(1)
During the period when the Authority or statutory manager is in control of the relevant business of a designated financial holding company, the Authority or statutory manager shall manage the relevant business of the designated financial holding company in the name of and on behalf of the designated financial holding company and shall be deemed to be an agent of the designated financial holding company.
(2)
In managing the relevant business of a designated financial holding company, the Authority or statutory manager shall have all the duties, powers and functions of the members of the board of directors of the designated financial holding company (collectively and individually) under this Act, the Companies Act (Cap. 50) and the constitution of the designated financial holding company, including powers of delegation, in relation to the relevant business of the designated financial holding company; but nothing in this subsection shall require the Authority or statutory manager to call any meeting of the designated financial holding company under the Companies Act or the constitution of the designated financial holding company.
(3)
Notwithstanding any written law or rule of law, upon the assumption of control of the relevant business of a designated financial holding company by the Authority or statutory manager, any appointment of a person as chief executive or director of the designated financial holding company which was in force immediately before the assumption of control, shall be deemed to be revoked unless the Authority gives its approval, by notice in writing to the person and the designated financial holding company, for the person to remain in the appointment.
(4)
Notwithstanding any written law or rule of law, during the period when the Authority or statutory manager is in control of the relevant business of a designated financial holding company, no person shall be appointed as chief executive or director of the designated financial holding company, in so far as the appointment relates to the relevant business of the designated financial holding company, except with the approval of the Authority.
(5)
Where the Authority has given its approval under subsection (3) or (4) to a person to remain in the appointment of, or to be appointed as, chief executive or director of a designated financial holding company, the Authority may at any time, by notice in writing to the person, revoke its approval and such appointment shall be deemed to be revoked on the date specified in the notice.
(6)
Notwithstanding any written law or rule of law, if any person whose appointment as chief executive or director of a designated financial holding company is revoked under subsection (3) or (5) acts or purports to act after the revocation, as chief executive or director of the designated financial holding company in relation to the relevant business of the designated financial holding company, during the period when the Authority or statutory manager is in control of the relevant business of the designated financial holding company —
the act or purported act of the person shall be invalid and of no effect; and
the person shall be guilty of an offence.
(7)
Notwithstanding any written law or rule of law, if any person who is appointed as chief executive or director of a designated financial holding company in contravention of subsection (4) acts or purports to act, as chief executive or director of the designated financial holding company in relation to the relevant business of the designated financial holding company, during the period when the Authority or statutory manager is in control of the relevant business of the designated financial holding company —
the act or purported act of the person shall be invalid and of no effect; and
the person shall be guilty of an offence.
(8)
During the period when the Authority or statutory manager is in control of the relevant business of a designated financial holding company —
if there is any conflict or inconsistency between —
a direction or decision given by the Authority or statutory manager (including a direction or decision to a person or body of persons referred to in sub‑paragraph (ii)); and
a direction or decision given by any chief executive, director, member, executive officer, employee, agent or office‑holder, or the board of directors, of the designated financial holding company, or any trustee for the designated financial holding company,the direction or decision referred to in sub‑paragraph (i) shall, to the extent of the conflict or inconsistency, prevail over the direction or decision referred to in sub‑paragraph (ii); and
no person shall exercise any voting or other right attached to any share in the designated financial holding company in any manner that may defeat or interfere with any duty, function or power of the Authority or statutory manager, and any such act or purported act shall be invalid and of no effect.
(9)
Any person who contravenes subsection (8)(b) shall be guilty of an offence.
(10)
Any person who is guilty of an offence under subsection (6), (7) or (8) shall be liable on conviction to a fine not exceeding $125,000 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 $12,500 for every day or part thereof during which the offence continues after conviction.
(11)
In this section, “constitution of the designated financial holding company” means the memorandum of association and articles of association of the designated financial holding company or other instrument under which the designated financial holding company is incorporated, formed or established.