Clause 38

Despite the provisions of any other written law, an approved exchange, or a Singapore recognised market operator, must not, without the prior written consent of the Authority, permit an individual to act as its director or executive officer, if the individual —

has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 38 of the Financial Institutions (Miscellaneous Amendments) Act 2024, being an offence —

involving fraud or dishonesty;

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

that is specified in the Third Schedule to the Registration of Criminals Act 1949;

is an undischarged bankrupt, whether in Singapore or elsewhere;

has had an enforcement order against him or her 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 or her creditors, being a compromise or scheme of arrangement that is still in operation;

has had a related Acts prohibition order, a section 101A prohibition order, a section 123ZZC prohibition order, or an FSMA prohibition order made against him or her 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the approval, authorisation, designation, recognition, registration or licence of which has been withdrawn, cancelled or revoked (without any application by the regulated financial institution for withdrawal, cancellation or revocation) by the Authority or, in the case of a regulated financial institution in a foreign country or jurisdiction, by the regulatory authority in that foreign country or jurisdiction.(2) Despite the provisions of any other written law, where the Authority is satisfied that a director or executive officer of an approved exchange or a Singapore recognised market operator is not a fit and proper person to be a director or executive officer (as the case may be) of the approved exchange or Singapore recognised market operator (as the case may be), the Authority may, by notice in writing to the approved exchange or Singapore recognised market operator, direct it to remove the director or executive officer from his or her office or employment within such period as may be specified by the Authority in the notice, and the approved exchange or Singapore recognised market operator must comply with the notice.(3) For the purpose of subsection (2), the Authority may consider any matter which it considers relevant, including (but not limited to) whether —

the individual has wilfully contravened or wilfully caused the approved exchange or Singapore recognised market operator to contravene any provision of this Act or the business rules or listing rules of the approved exchange or Singapore recognised market operator;

the individual has, without reasonable excuse, failed to secure the compliance of the approved exchange or Singapore recognised market operator with this Act, the Monetary Authority of Singapore Act 1970, any of the written laws set out in the Schedule to that Act, or the business rules or listing rules of the approved exchange or Singapore recognised market operator;

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

the individual’s removal is necessary in the public interest or for the protection of investors; or

the individual comes within any of the grounds mentioned in subsection (1).(4) The Authority must, in determining whether an individual has failed to discharge the duties of his or her office or employment for the purposes of subsection (3)(c), have regard to such criteria as may be prescribed.(5) The Authority must not direct an approved exchange or Singapore recognised market operator to remove an individual from his or her office or employment under subsection (2) without giving the approved exchange or Singapore recognised market operator and that individual, an opportunity to be heard except in any of the following circumstances: (a)the individual is an undischarged bankrupt, whether in Singapore or elsewhere; (b)a section 101A prohibition order or an FSMA prohibition order against the individual has been made and remains in force; (c)the individual has been convicted, whether in Singapore or elsewhere, of an offence, committed before, on or after the date of commencement of section 38 of the Financial Institutions (Miscellaneous Amendments) Act 2024 —

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

punishable with imprisonment for a term of 3 months or more.(6) An approved exchange or Singapore recognised market operator must, as soon as practicable after receiving a direction under subsection (2), notify the affected director or executive officer of the direction.(7) Any approved exchange or Singapore recognised market operator who receives a direction under subsection (2), or any director or executive officer of an approved exchange or Singapore recognised market operator in relation to whom a direction under subsection (2) is given, may, within 30 days after the approved exchange or Singapore recognised market operator receives the direction, appeal to the Minister whose decision is final.(8) Despite the lodging of an appeal under subsection (7), a direction under subsection (2) continues to have effect pending the Minister’s decision.(9) The Minister may, when deciding an appeal under subsection (7), modify the direction under subsection (2), and such modified action has effect starting on the date of the Minister’s decision.(10) No criminal or civil liability is incurred by an approved exchange, a Singapore recognised market operator, or any person acting on behalf of an approved exchange or a Singapore recognised market operator, in respect of anything done or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of its obligations under this section.(11) Any approved exchange, or Singapore recognised market operator, which, without reasonable excuse, 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 $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.”.