Clause 25

A licensee incorporated in Singapore must obtain the prior approval of the Authority for the appointment of any of the following:

any director;

the chairman of the board of directors;

the chief executive officer and the deputy chief executive officer;

a person holding a prescribed appointment in the licensee.(2) A licensee incorporated outside Singapore must obtain the prior approval of the Authority for the appointment of the following persons for each of its branches in Singapore:

the chief executive officer and the deputy chief executive officer;

a person holding a prescribed appointment in the branch.(3) Without limiting any other matter that the Authority may consider relevant, the Authority, in determining whether to grant its approval under subsection (1) or (2), must have regard to whether the person is a fit and proper person to hold the office or appointment in accordance with the Guidelines on Fit and Proper Criteria.(4) The Authority may —

grant its approval under subsection (1) or (2), with or without conditions; and

at any time vary or revoke any existing condition or impose conditions or additional conditions.(5) Without limiting section 78, the Authority may by regulations made under section 78 prescribe —

the duties of a person appointed under subsection (1) or (2); and

the maximum term for which a person appointed under subsection (1) or (2) may hold that office or appointment.(6) A licensee incorporated in Singapore must immediately inform the Authority after the licensee becomes aware that a person who holds an office or appointment mentioned in subsection (1) is, in accordance with the Guidelines on Fit and Proper Criteria, no longer a fit and proper person to hold that office or appointment.(7) A licensee incorporated outside Singapore must immediately inform the Authority after the licensee becomes aware that a person who holds an office or appointment mentioned in subsection (2) is, in accordance with the Guidelines on Fit and Proper Criteria, no longer a fit and proper person to hold that office or appointment.(8) Any licensee which contravenes subsection (1) or (2), or fails to comply with any condition imposed by the Authority under subsection (4), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction.(9) Any licensee which contravenes subsection (6) or (7) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000.Disqualification or removal of director or executive officer57FB.—

Despite the provisions of any other written law —

a licensee incorporated outside Singapore must not, without the prior written consent of the Authority, permit a person to act as an executive officer of its branch in Singapore; and

a licensee incorporated in Singapore must not, without the prior written consent of the Authority, permit a person to act as its executive officer or director,if the person —

has been convicted, whether in Singapore or elsewhere, of an offence whether committed before, on or after the date of commencement of section 25 of the Banking (Amendment) Act 2020, 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; or

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.(2) Despite the provisions of any other written law, where the Authority is satisfied that —

a director of a licensee incorporated in Singapore; or

an executive officer of a licensee,is not a fit and proper person to be a director or an executive officer (as the case may be), the Authority may, by written notice to the licensee, direct the licensee to remove the director or executive officer from his office or employment within the period specified by the Authority in the notice, and the licensee must comply with the notice.(3) In assessing whether to direct a licensee to remove a director or an executive officer from his office or employment under subsection (2), the Authority may consider any matter which it considers relevant, including (but not limited to) whether —

he has wilfully contravened or wilfully caused the licensee to contravene any provision of this Act;

he has, without reasonable excuse, failed to secure the compliance of the licensee with this Act, the Monetary Authority of Singapore Act or any of the written laws set out in the Schedule to that Act;

he has failed to discharge any of the duties of his office or employment; or

his removal is necessary in the public interest or for the protection of customers of the licensee.(4) Before directing a licensee to remove a person from his office or employment under subsection (2), the Authority must —

give the licensee and the person written notice of its intention to do so; and

in the notice mentioned in paragraph (a), call upon the licensee and the person to show cause, within the time specified in the notice, why the person should not be removed.(5) If the licensee and the person mentioned in subsection (4) —

fail to show cause within the time specified under subsection (4)(b) or within an extended period of time allowed by the Authority; or

fail to show sufficient cause,the Authority may direct the licensee to remove the person under subsection (2).(6) Any licensee which, or any director or executive officer of a licensee who, is aggrieved by a direction of the Authority under subsection (2) may, within 30 days after receiving the direction, appeal in writing to the Minister whose decision is final.(7) Any licensee which contravenes subsection (1) or fails to comply with a notice issued under subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction.(8) No criminal or civil liability is incurred by a licensee, or any person acting on behalf of the licensee, in respect of anything done or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of the obligations of the licensee under this section.(9) In this section, unless the context otherwise requires —“regulated financial institution” means a person carrying on a business, the conduct of which is regulated or authorised by the Authority or, if 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.Application and interpretation of sections 57FD and 57FE57FC.—

This section and sections 57FD and 57FE apply to, and in relation to, all individuals whether resident in Singapore or not and whether citizens of Singapore or not, and to all bodies corporate and unincorporate, whether incorporated or carrying on business in Singapore or not.(2) In sections 57FD and 57FE —“arrangement” includes any formal or informal scheme, arrangement or understanding, and any trust whether express or implied;“licensee” means a person who is granted a licence under section 57B and is incorporated in Singapore.Control of shareholdings and voting power in licensee57FD.—

A person must not, on or after the date of commencement of section 25 of the Banking (Amendment) Act 2020, become a 20% controller of a licensee without first obtaining the approval of the Authority.(2) Subject to section 57FE(5), a person who, immediately before the date of commencement of section 25 of the Banking (Amendment) Act 2020, is a 20% controller of a licensee must not continue to be such a controller unless he has, within 6 months after the date of commencement of section 25 of the Banking (Amendment) Act 2020 or a longer period allowed by the Authority, applied to the Authority for approval to continue to be such a controller.(3) In this section, “20% controller” means a person who, alone or together with his associates —

holds not less than 20% of the total number of issued shares in the licensee; or

is in a position to control voting power of not less than 20% in the licensee.(4) For the purposes of subsection (3) —

a person holds a share if —

he is deemed to have an interest in that share under section 7 of the Companies Act (Cap. 50); or

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

a reference to the control of a percentage of the voting power in a licensee 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 licensee; and

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

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

A is a body corporate that is, or a majority of the directors of which are, accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of B;

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;

A is a subsidiary of B;

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

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 licensee.Approval of applications57FE.—

The Authority may approve an application made by any person under section 57FD if —

the Authority is satisfied that —

the person is a fit and proper person; and

having regard to the likely influence of the person, the licensee will or will continue to conduct its business prudently and comply with the provisions of this Act; and

the Authority is satisfied that it is in the public interest to do so.(2) Any approval under this section may be granted to any person subject to any conditions imposed by the Authority, including but not limited to any condition —

restricting the person’s disposal or further acquisition of shares or voting power in the licensee; or

restricting the person’s exercise of voting power in the licensee.(3) The Authority may at any time add to, vary or revoke any condition imposed under subsection (2).(4) Any condition imposed under subsection (2) has effect despite any of the provisions of the Companies Act or anything contained in the memorandum or articles of association of the licensee.(5) Where the Authority disapproves an application made by any person under section 57FD(2), the person must, within the time specified by the Authority, take such steps as are necessary to cease to be a 20% controller.”.