Clause 87

Where, in a proceeding for an offence under this Act, it is necessary to prove the state of mind of a corporation in relation to a particular conduct, evidence that —

an officer, employee or agent of the corporation engaged in that conduct within the scope of his or her actual or apparent authority; and

the officer, employee or agent had that state of mind,is evidence that the corporation had that state of mind.(2) Where a corporation commits an offence under this Act, a person —

who is —

an officer of the corporation; or

an individual involved in the management of the corporation and in a position to influence the conduct of the corporation in relation to the commission of the offence; and

who —

consented or connived, or conspired with others, to effect the commission of the offence;

is in any other way, whether by act or omission, knowingly concerned in, or is party to, the commission of the offence by the corporation; or

knew or ought reasonably to have known that the offence by the corporation (or an offence of the same type) would be or is being committed, and failed to take all reasonable steps to prevent or stop the commission of that offence,shall be guilty of that same offence as is the corporation, and shall be liable on conviction to be punished accordingly.(3) A person mentioned in subsection (2) may rely on a defence that would be available to the corporation if it were charged with the offence with which the person is charged and, in doing so, the person bears the same burden of proof that the corporation would bear.(4) To avoid doubt, this section does not affect the application of —

Chapters 5 and 5A of the Penal Code 1871; or

the Evidence Act 1893 or any other law or practice regarding the admissibility of evidence.(5) To avoid doubt, subsection (2) also does not affect the liability of the corporation for an offence under this Act, and applies whether or not the corporation is convicted of the offence.(6) In this section —“corporation” includes a limited liability partnership;“officer”, in relation to a corporation, means any director, partner, chief executive, manager, secretary or other similar officer of the corporation, and includes —

any person purporting to act in any such capacity; and

for a corporation whose affairs are managed by its members, any of those members as if the member were a director of the corporation;“reasonable steps”, in relation to the commission of an offence, includes, but is not limited to, such action (if any) of the following kinds as is reasonable in all the circumstances:

action towards —

assessing the corporation’s compliance with the provision creating the offence; and

ensuring that the corporation arranged regular professional assessments of its compliance with the provision;

action towards ensuring that the corporation’s employees, agents and contractors are provided with information, training, instruction and supervision appropriate to them to enable them to comply with the provision creating the offence so far as the provision is relevant to them;

action towards ensuring that —

the equipment and other resources; and

the structures, work systems and other processes,relevant to compliance with the provision creating the offence are appropriate in all the circumstances;

action towards creating and maintaining a corporate culture that does not direct, encourage, tolerate or lead to non‑compliance with the provision creating the offence;“state of mind” of a person includes —

the knowledge, intention, opinion, belief or purpose of the person; and

the person’s reasons for the intention, opinion, belief or purpose.(7) The Minister may make rules to provide for the application of any provision of this section, with such modifications as the Minister considers appropriate, to any corporation formed or recognised under the law of a territory outside Singapore.Offences by unincorporated associations or partnerships189A.—

Where, in a proceeding for an offence under this Act, it is necessary to prove the state of mind of an unincorporated association or a partnership in relation to a particular conduct, evidence that —

an employee or agent of the unincorporated association or partnership engaged in that conduct within the scope of his or her actual or apparent authority; and

the employee or agent had that state of mind,is evidence that the unincorporated association or partnership had that state of mind.(2) Where an unincorporated association or a partnership commits an offence under this Act, a person —

who is —

an officer of the unincorporated association or a member of its governing body;

a partner in the partnership; or

an individual involved in the management of the unincorporated association or partnership and in a position to influence the conduct of the unincorporated association or partnership (as the case may be) in relation to the commission of the offence; and

who —

consented or connived, or conspired with others, to effect the commission of the offence;

is in any other way, whether by act or omission, knowingly concerned in, or is party to, the commission of the offence by the unincorporated association or partnership; or

knew or ought reasonably to have known that the offence by the unincorporated association or partnership (or an offence of the same type) would be or is being committed, and failed to take all reasonable steps to prevent or stop the commission of that offence,shall be guilty of the same offence as is the unincorporated association or partnership (as the case may be), and shall be liable on conviction to be punished accordingly.(3) A person mentioned in subsection (2) may rely on a defence that would be available to the unincorporated association or partnership if it were charged with the offence with which the person is charged and, in doing so, the person bears the same burden of proof that the unincorporated association or partnership would bear.(4) To avoid doubt, this section does not affect the application of —

Chapters 5 and 5A of the Penal Code 1871; or

the Evidence Act 1893 or any other law or practice regarding the admissibility of evidence.(5) To avoid doubt, subsection (2) also does not affect the liability of an unincorporated association or a partnership for an offence under this Act, and applies whether or not the unincorporated association or partnership is convicted of the offence.(6) In this section —“officer”, in relation to an unincorporated association (other than a partnership), means the president, the secretary or any member of a committee of the unincorporated association, and includes —

any person holding a position analogous to that of president, secretary or member of a committee of the unincorporated association; and

any person purporting to act in any such capacity;“partner” includes a person purporting to act as a partner;“reasonable steps” has the meaning given by section 189(6) except that any reference to the corporation is a reference to the unincorporated association or partnership mentioned in subsection (2);“state of mind” of a person includes —

the knowledge, intention, opinion, belief or purpose of the person; and

the person’s reasons for the intention, opinion, belief or purpose.(7) The Minister may make rules to provide for the application of any provision of this section, with such modifications as the Minister considers appropriate, to any unincorporated association or partnership formed or recognised under the law of a territory outside Singapore.”.